Exhibit 10.1

CONTRIBUTION AGREEMENT

WORLD KITCHEN PROPERTY

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 4, 2010 by and among The GC Net Lease REIT Operating Partnership, L.P. (the “Operating Partnership”), Will Partners REIT, LLC (the “OP Sub”), Will Partners, LLC, Will Partners Investor 1, LLC, Will Partners Investor 2, LLC, Will Partners Investor 3, LLC (each of Will Partners Investor 1, LLC, Will Partners Investor 2, LLC and Will Partners Investor 3, LLC shall be referred to herein as a “Contributor” and, collectively with Will Partners, LLC, as the “Contributors”), Will Partners Member 1, LLC, PLM&B, Inc. and Westridge Partners (each of Will Partners Member 1, LLC, PLM&B, Inc. and Westridge Partners shall be referred to herein as a “Unit Recipient” and, collectively with Will Partners, LLC, as the “Unit Recipients”) (Will Partners, LLC shall be referred to herein as both a “Contributor” and a “Unit Recipient” and, collectively with the other such entities, as the “Contributors” and the “Unit Recipients”).

WHEREAS, the Operating Partnership is considering engaging in various related transactions pursuant to which, among other things, the Operating Partnership would acquire that certain net leased real estate property located at 5800 Industrial Drive, Monee, Illinois 60449 (the “World Kitchen Property”);

WHEREAS, each Contributor currently owns directly and, at the Closing, will own directly the percentage undivided co-tenancy interest in the World Kitchen Property listed opposite the Contributor’s name on Exhibit A hereto (each, an “Interest” and, collectively, the “Interests”); and

WHEREAS, the Operating Partnership desires to acquire from each Contributor, and each Contributor desires to transfer to the Operating Partnership, subject to the terms and conditions set forth herein, all of such Contributor’s Interest in the World Kitchen Property.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Operating Partnership, the OP Sub, the Contributors and the Unit Recipients agree as follows:

ARTICLE I: CONTRIBUTION OF INTERESTS

1.1 Contribution of Interests . Subject to the terms and conditions hereof, each Contributor agrees to contribute or otherwise transfer to the OP Sub (or its designee), and the OP Sub (or its designee) agrees to acquire and accept from such Contributor, on the Closing Date (as hereinafter defined), all of such Contributor’s right, title and interest in and to the Interest listed as owned by such Contributor on Exhibit A hereto.

1.2 Contributor Exchange Amount .

(a) Units Delivered at Closing . Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit A as being owned by the Contributors, the Operating Partnership shall transfer to each Unit Recipient, and upon execution and delivery of an acceptance of the Partnership Agreement (as defined below) by such Unit Recipient, such Unit Recipient shall receive, at the Closing, the number of units of limited partnership interest in the Operating Partnership (“Units”) listed opposite the Unit Recipient’s name on Exhibit B hereto, in a transaction intended to qualify for non-recognition of

gain to such Contributor and such Contributor’s respective Unit Recipient pursuant to Section 721 of the Internal Revenue Code of 1986, as amended. The rights of each Unit Recipient as a holder of Units as of the Closing are set forth in the First Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership Agreement”), subject to the provisions of this Agreement. With respect to the Interest in the World Kitchen Property owned by each Contributor as listed on Exhibit A hereto, each such Contributor and such Contributor’s respective Unit Recipient acknowledge and agree that receipt by such Contributor’s respective Unit Recipient of the Units in exchange for such Interest shall constitute receipt of fair value (which aggregate value for all of the Interests has been determined by the parties to be $8,130,440, the “Agreed Value”) in exchange for such Contributor’s Interest in the World Kitchen Property as of the Closing Date, and the ratable portion of the Agreed Value, as listed next to each Unit Recipient’s name on Exhibit B hereto, deemed contributed to the OP Sub by each Contributor will be recorded on the Operating Partnership’s books and records.

(b) Distribution of Units . At the Closing, the Operating Partnership shall issue the Units to each Unit Recipient (as determined pursuant to Section 1.2(a) above). The name of each Unit Recipient and the number of Units issued to such Unit Recipient at the Closing shall be recorded in the books and records of the Operating Partnership.

(c) Admission as a Limited Partner . Upon execution and delivery of an acceptance of the Partnership Agreement by each Unit Recipient at the Closing, and subject to the completion of the Closing, including execution of such acceptance by the Operating Partnership, such Unit Recipient shall be admitted to the Operating Partnership as a limited partner of the Operating Partnership and, as such, shall be subject to, and bound by, the Partnership Agreement, including all the terms and conditions thereof, and the power of attorney granted therein, as well as the terms set forth in Section 1.3 of this Agreement that hereby modify the terms of the Partnership Agreement with respect to the Exchange Right (as defined in the Partnership Agreement) of each Unit Recipient admitted as a limited partner of the Operating Partnership pursuant to this Section 1.2(c).

1.3 Modified Exchange Right .

(a) Discounted Cash Amount for Redemption by the Operating Partnership and Discounted Cash Amount and REIT Share Amount for Purchase by the General Partner of the Operating Partnership . With respect to the Units issued to each Unit Recipient pursuant to Section 1.2(b) above, each Unit Recipient shall have the right to require the Operating Partnership to redeem all or a portion of the Units held by such Unit Recipient pursuant to Section 8.4(a) of the Partnership Agreement or may have such Units purchased by The GC Net Lease REIT, Inc. (the “REIT”), as general partner of the Operating Partnership, pursuant to Section 8.4(b) of the Partnership Agreement, provided that such Units shall have been outstanding for at least one year, at an exchange price equal ninety-two percent (92%) of the Cash Amount to which such Unit Recipient would otherwise be entitled upon a redemption of such Units by the Operating Partnership and ninety-two percent (92%) of the Cash Amount or the REIT Share Amount, as applicable, to which such Unit Recipient would otherwise be entitled upon a purchase of such Units by the REIT.

(b) Limitation on Right of the General Partner of the Operating Partnership to Purchase Units . With respect to a purchase of Units by the REIT, as general partner of the Operating Partnership, pursuant to Section 1.3(a) above and Section 8.4(b) of the Partnership Agreement, the REIT may only pay the Cash Amount (as defined in the Partnership Agreement

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and modified by Section 1.3(a) above) and may not purchase such Units by payment of the REIT Share Amount (as defined in the Partnership Agreement and modified by Section 1.3(a) above) prior to the listing of the REIT Shares (as defined in the Partnership Agreement) on a national securities exchange.

ARTICLE 2: REPRESENTATIONS, WARRANTIES AND COVENANTS OF

CONTRIBUTORS AND UNIT RECIPIENTS

As a material inducement to the Operating Partnership and the OP Sub to enter into this Agreement and to consummate the transactions contemplated hereby, each Contributor and such Contributor’s respective Unit Recipient hereby make to the Operating Partnership and the OP Sub each of the representations and warranties set forth in this Article 2, severally and jointly with respect to an individual Contributor and such Contributor’s respective Unit Recipient, and severally but not jointly with respect to the other Contributors and Unit Recipients, which representations and warranties are true and correct as of the date hereof.

2.1 Title to the Interests . Contributor owns, directly, and at the Closing will own directly, free and clear of any claim, lien (including tax liens), option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever of any third party (collectively, “Encumbrances”), and has or will have at the Closing full power and authority to convey free and clear of any Encumbrances, the Interest listed on Exhibit A hereto as being owned by such Contributor and, upon delivery of an assignment by Contributor conveying such Interest and consideration for such Interest as herein provided, the OP Sub (or its designee) will acquire good and valid title thereto, free and clear of any Encumbrance, in each case, except (i) Encumbrances created in favor of the Operating Partnership or OP Sub by the transactions contemplated hereby, or (ii) Encumbrances that will be extinguished with respect to such Contributor and such Contributor’s respective Unit Recipient at or prior to Closing, including, but not limited to the Amended and Restated Lease dated as of April 26, 2000 between Will Partners, LLC and World Kitchen, LLC, to which the World Kitchen Property is subject, which lease was partially assumed by all Contributors in addition to Will Partners, LLC on July 7, 2005 (the “Current Lease”), and the loan made on April 27, 2000 in the original amount of $18,240,000 to Will Partners, Inc., secured by a nonrecourse deed of trust in favor of LaSalle Bank National Association, as Trustee for the Registered Holders of Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-WF2, its successors and assigns (as successor to Wells Fargo Bank, National Association), to which the World Kitchen Property is subject, which loan was assumed by all other Contributors in addition to Will Partners, LLC on July 7, 2005 (the “Current Loan”) (collectively, “Permitted Encumbrances”).

2.2 Authority . Contributor and such Contributor’s respective Unit Recipient have full right, authority, power and capacity (a) to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Contributor or such Contributor’s respective Unit Recipient, respectively, pursuant to this Agreement and (b) to carry out the transactions contemplated hereby and thereby, and Contributor has full right, authority, power and capacity to transfer, sell and deliver all of the Interest listed on Exhibit A hereto as being owned by such Contributor to the OP Sub (or its designee) in accordance with this Agreement. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of Contributor or such Contributor’s respective Unit Recipient pursuant to this Agreement, constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of such Contributor or such Contributor’s respective Unit Recipient, respectively, each enforceable in accordance with its respective terms. The execution, delivery

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and performance of this Agreement and each such agreement, document and instrument by or on behalf of Contributor or such Contributor’s respective Unit Recipient (i) does not and will not violate any foreign, federal, state, local or other laws applicable to such Contributor or such Contributor’s respective Unit Recipient or require such Contributor or such Contributor’s respective Unit Recipient to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that will not be obtained or made at or prior to the Closing, and (ii) if such Contributor or such Contributor’s respective Unit Recipient is not an individual, does not and will not violate such Contributor’s or such Contributor’s respective Unit Recipient’s partnership agreement, operating agreement or other organizational documents, (iii) does not and will not violate any term, condition or provision of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, lease or other instrument to which such Contributor or such Contributor’s respective Unit Recipient is a party or by which the Interest of such Contributor is bound or affected, and (iv) does not and will not result in the creation of any Encumbrance on the World Kitchen Property.

2.3 Litigation . There is no litigation or proceeding, either judicial or administrative, pending or, to Contributor’s or such Contributor’s respective Unit Recipient’s knowledge, threatened, affecting all or any portion of such Contributor’s Interest, the World Kitchen Property or such Contributor’s or such Contributor’s respective Unit Recipient’s ability to consummate the transactions contemplated hereby. There is no outstanding order, writ, injunction or decree of any court, government, governmental entity or authority or arbitration against or affecting all or any portion of Contributor’s Interest or the World Kitchen Property, which in any such case would impair such Contributor’s or such Contributor’s respective Unit Recipient’s ability to enter into and perform all the respective obligations of such Contributor and such Contributor’s respective Unit Recipient respective obligations under this Agreement.

2.4 No Agreements to Sell . Except to the extent contemplated herein, neither Contributor nor such Contributor’s respective Unit Recipient are currently a party to any agreement to sell, transfer or otherwise encumber or dispose of such Contributor’s Interest.

2.5 Status as a United States Person . Contributor and such Contributor’s respective Unit Recipient represent and warrant that neither such Contributor nor such Contributor’s respective Unit Recipient are a foreign person within the meaning of Section 1445 of the Code (“Section 1445”). Each of Contributor’s and such Contributor’s respective Unit Recipient’s U.S. social security number (in the case of an individual) or U.S. taxpayer identification number (in the case of an entity) that has previously been provided to Griffin Capital Corporation is correct. Each of Contributor’s and such Contributor’s respective Unit Recipient’s home address (in the case of an individual) or office address (in the case of an entity) is the most recent addresses previously provided to Griffin Capital Corporation. Upon request by the Operating Partnership or the OP Sub, Contributor and such Contributor’s respective Unit Recipient, as applicable, agree to complete and provide to the Operating Partnership or the OP Sub, as applicable prior to the Closing a certificate of non-foreign status substantially in the form provided in Section 1.1445-5(b)(3)(D) of the Treasury regulations.

2.6 No Insolvency Proceedings . No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to Contributor’s or such Contributor’s respective Unit Recipient’s knowledge, threatened against such Contributor or such Contributor’s respective Unit Recipient, such Contributor’s Interest or the World Kitchen Property, nor are any such proceedings contemplated by such Contributor or such Contributor’s respective Unit Recipient.

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2.7 No Brokers . Contributor and such Contributor’s respective Unit Recipient represent that neither has entered into, and covenant that neither will enter into, any agreement, arrangement or understanding with any person or firm which will result in the obligation of the Operating Partnership or the OP Sub to pay any brokerage commission in connection with the transactions contemplated hereby.

2.8 Conditional Nature of Transaction . Contributor and such Contributor’s respective Unit Recipient acknowledge and understand that it is a condition to the obligations of the Operating Partnership and the OP Sub to close the transactions contemplated hereby that the refinancing and lease amendment more fully described in Sections 3.1(a) and (b), respectively, shall have occurred (or will occur simultaneously with the Closing), that the occurrence of the contribution of the World Kitchen Property is wholly within the sole and absolute discretion of the REIT, the Operating Partnership, the OP Sub and their affiliates, and that neither such Contributor nor such Contributor’s respective Unit Recipient has a right to force the contribution of the World Kitchen Property to occur, on any terms.

2.9 Securities Law Matters; Transfer Restrictions .

(a) Contributor and such Contributor’s respective Unit Recipient acknowledge that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of such Unit Recipient as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by such Contributor and such Contributor’s respective Unit Recipient in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.”

(b) Contributor’s respective Unit Recipient is an “accredited investor” within the meaning of the federal securities laws.

(c) Contributor’s respective Unit Recipient will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor’s respective Unit Recipient does not intend or anticipate that such Contributor’s respective Unit Recipient will rely on this investment as a principal source of income.

(d) Contributor’s respective Unit Recipient has sufficient knowledge and experience in financial, tax, and business matters to enable it to evaluate the merits and risks of investment in the Units. Contributor’s respective Unit Recipient has the ability to bear the economic risk of acquiring the Units. Contributor and Contributor’s respective Unit Recipient acknowledge that (i) the transactions contemplated by this Agreement involve complex tax consequences for such Contributor and Contributor’s respective Unit Recipient, and Contributor and Contributor’s respective Unit Recipient are relying solely on the advice of such Contributor’s or Contributor’s respective Unit Recipient’s own tax advisors, as applicable, in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to such Contributor or Contributor’s respective Unit Recipient, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by

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such Contributor or Contributor’s respective Unit Recipient. Contributor and Contributor’s respective Unit Recipient remain solely responsible for all tax matters relating to such Contributor and Contributor’s respective Unit Recipient, respectively.

(e) Contributor’s respective Unit Recipient has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information such Contributor’s respective Unit Recipient has requested. Contributor’s respective Unit Recipient has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership, the OP Sub and the REIT concerning the Operating Partnership, the REIT, the Units, the contribution of the World Kitchen Property and the REIT common shares into which the Units may be redeemed, and to assess and evaluate any information supplied to such Contributor’s respective Unit Recipient by the Operating Partnership, the OP Sub or the REIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of such Contributor’s respective Unit Recipient.

(f) Contributor’s respective Unit Recipient acknowledges that such Contributor’s respective Unit Recipient is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and such Contributor’s respective Unit Recipient has no right to require that they be so registered. Contributor’s respective Unit Recipient agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor’s respective Unit Recipient acknowledges that such Contributor’s respective Unit Recipient shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith.

(g) Contributor’s respective Unit Recipient understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including, as to Contributor’s respective Unit Recipient, the Agreed Value determined pursuant to Section 1.2(a)).

(h) Contributor’s respective Unit Recipient understands that there is no established public, private or other market for the Units acquired by such Contributor’s respective Unit Recipient hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future.

(i) Contributor’s respective Unit Recipient understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

2.10 Reliance . Contributor and such Contributor’s respective Unit Recipient acknowledge that Contributor and such Contributor’s respective Unit Recipient understand the meaning and legal consequences of the representations and warranties in this Article 2, and that the Operating Partnership and the OP Sub may rely upon such representations and warranties in determining whether to enter into this Agreement. Contributor and such Contributor’s respective Unit Recipient agree to indemnify, defend and hold harmless the Operating Partnership, the OP Sub, the REIT, and the officers, directors and affiliates thereof, and any employees or agents of any of the foregoing, against any and all loss, liability, claim, damage or expense whatsoever (including, but not limited to, any and all expenses, including attorneys’ fees, reasonably incurred

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in investigating, preparing or defending against any claim or litigation commenced or threatened) due to or arising out of a breach of any such representations or warranties.

2.11 Nature of Contribution . Contributor and such Contributor’s respective Unit Recipient acknowledge that, due to the nature of the transactions contemplated hereby, upon Closing, Contributor will make a contribution to a partnership, the Operating Partnership, pursuant to Section 721 of the Internal Revenue Code; therefore, Contributor will no longer be able to rely upon Section 1031 of the Internal Revenue Code for tax treatment of Contributor’s Interest subsequent to the Closing.

2.12 No Legal Representation . Contributor and such Contributor’s respective Unit Recipient acknowledge that the legal counsel representing the Operating Partnership, the OP Sub, the REIT and their affiliates does not represent, and will not be deemed under the applicable codes of professional responsibility to have represented or to be representing, any or all of the Contributors and Unit Recipients. Contributor and such Contributor’s respective Unit Recipient acknowledge that, due to the complex nature of the transactions contemplated by this Agreement, the Operating Partnership has encouraged such Contributor and such Contributor’s respective Unit Recipient to consult their own legal, financial and tax advisors.

ARTICLE 3: CONDITIONS TO CLOSING

3.1 Conditions to the Obligations of the Operating Partnership and the OP Sub to Close . The obligations of the Operating Partnership and the OP Sub to consummate the Closing with respect to each Contributor’s Interest is subject to the fulfillment, at or prior to the Closing, of the following conditions (unless such conditions are waived in writing by the Operating Partnership):

(a) Refinancing of the Current Loan . At or prior to the Closing, the Current Loan shall be refinanced on terms acceptable to the Operating Partnership in its sole discretion.

(b) Amendment to the Current Lease . At or prior to the Closing, the Current Lease shall be amended on terms acceptable to the Operating Partnership in its sole discretion.

(c) Representations and Warranties . The representations and warranties made by such Contributor and such Contributor’s respective Unit Recipient pursuant to this Agreement shall be true and correct in all respects when made, and on and as of the Closing Date, as though such representations and warranties were made on the Closing Date.

(d) Performance . Such Contributor and such Contributor’s respective Unit Recipient shall have performed and complied with all agreements and covenants that such Contributor and such Contributor’s respective Unit Recipient are required to perform or comply with pursuant to this Agreement prior to the Closing.

(e) Legal Proceedings . No action or proceeding by or before any governmental authority shall have been instituted that is reasonably expected to restrain, prohibit or invalidate the transactions contemplated by this Agreement, other than an action or proceeding instituted by such Contributor or such Contributor’s respective Unit Recipient.

(f) Consents and Approvals . All necessary consents of governmental and private parties to effect the transactions contemplated by this Agreement (as they relate to such Contributor or such Contributor’s respective Unit Recipient) shall have been obtained.

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(g) Reliance on Regulation D . The Operating Partnership shall, based on advice of its counsel, be reasonably satisfied that the issuance and the contemplated distribution of Units to such Contributor’s respective Unit Recipient may be made without registration under the Securities Act in reliance upon Regulation D.

3.2 Conditions to the Obligations of Each Contributor and Such Contributor’s Respective Unit Recipient to Close . The obligations of each Contributor and such Contributor’s respective Unit Recipient to consummate the Closing are subject to the fulfillment, at or prior to the Closing, of the following conditions (unless such conditions are waived in writing by such Contributor and such Contributor’s respective Unit Recipient):

(a) Performance . The Operating Partnership and the OP Sub shall have performed and complied with all agreements and covenants (as they relate to such Contributor or such Contributor’s respective Unit Recipient) that the Operating Partnership or the OP Sub are required to perform or comply with pursuant to this Agreement prior to the Closing.

(b) Tax Protection Agreement . The REIT, the Operating Partnership, the Contributors and the Unit Recipients shall have entered into that certain Tax Protection Agreement evidencing their agreement regarding amounts that may be payable to the Unit Recipients as a result of certain actions being taken by the Operating Partnership relating to the disposition of the World Kitchen Property.

(c) Legal Proceedings . No action or proceeding by or before any governmental authority shall have been instituted that is reasonably expected to restrain, prohibit or invalidate the transactions contemplated by this Agreement (as they relate to such Contributor or such Contributor’s respective Unit Recipient), other than an action or proceeding instituted by the Operating Partnership; provided, that the foregoing condition shall be deemed to have been satisfied if the Operating Partnership shall have fully indemnified such Contributor and such Contributor’s respective Unit Recipient from any loss, liability, claim, damage or expense arising out of such Contributor’s and such Contributor’s respective Unit Recipient’s proceeding to close under this Agreement in the face of any such action or proceeding.

(d) Consents and Approvals . All necessary consents of governmental and private parties to effect the transactions contemplated by this Agreement (as they relate to such Contributor and such Contributor’s respective Unit Recipient), including, without limitation, consents of any other members or partners of any of the selling entities or lenders, shall have been obtained; provided, that the foregoing condition shall be deemed to have been satisfied if the Operating Partnership shall have fully indemnified such Contributor and such Contributor’s respective Unit Recipient from any loss, liability, claim, damage or expense arising out of such Contributor’s and such Contributor’s respective Unit Recipient’s proceeding to close under this Agreement without having obtained a necessary consent.

ARTICLE 4: CLOSING

4.1 Closing . The closing hereunder (the “Closing”) shall occur, at the election of the Operating Partnership, and which date and location the Operating Partnership shall designate in writing to each Contributor and Unit Recipient at least one business day prior to such date, provided that the conditions for the Closing as set forth in Article 3 hereof applicable to the transaction with such Contributor and such Contributor’s respective Unit Recipient shall have occurred (or have been waived by the party that benefits from such conditions), and this

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Agreement shall not have been terminated as to such Contributor pursuant to Article 5 hereof. The date on which a Closing occurs is referred to herein as the “Closing Date.”

4.2 Closing Deliveries by Each Contributor and Such Contributor’s Unit Recipient . At the Closing, each Contributor or such Contributor’s respective Unit Recipient, as applicable, shall execute and deliver to the Operating Partnership or the OP Sub, as applicable, the following:

(a) a duly executed Assignment Agreement, substantially in the form attached hereto as Exhibit C (“Assignment Agreement”), pursuant to which such Contributor shall convey to the OP Sub (or its designee) title to such Contributor’s Interest in the World Kitchen Property, free and clear of Encumbrances, except Permitted Encumbrances;

(b) a duly executed grant deed, limited warranty deed or other appropriate transfer document conveying title to the OP Sub.

(c) a duly executed acceptance of the Partnership Agreement executed by such Unit Recipient;

(d) a duly executed signature page to the Tax Protection Agreement executed by such Contributor and such Contributor’s respective Unit Recipient; and

(e) such documents and certificates as the Operating Partnership or the OP Sub may reasonably request (i) to establish the authority of the parties executing any documents in connection with the Closing, or (ii) to reflect the parties’ intentions regarding the transfer of the Interests.

4.3 Closing Deliveries by the Operating Partnership . At the Closing, the Operating Partnership shall execute and deliver to each Unit Recipient the following:

(a) a certificate evidencing ownership of the applicable number of Units calculated in accordance with Section 1.2(a) hereof;

(b) a duly executed acceptance of the Partnership Agreement; and

(c) a duly executed signature page to the Tax Protection Agreement.

ARTICLE 5: TERMINATION

5.1 Termination by the Operating Partnership . The Operating Partnership shall have the right to terminate this Agreement at any time prior to the Closing following the occurrence of either of the following events:

(a) as to any Contributor and such Contributor’s respective Unit Recipient, the determination that any representation or warranty of such Contributor or such Contributor’s Unit Recipient contained herein is no longer true or correct, and that such representation or warranty cannot reasonably be expected to be true and correct at the Closing; or

(b) as to all the Contributors and Unit Recipients, at any time for any reason.

5.2 Effect of Termination . Upon the termination of this Agreement as to a Contributor and such Contributor’s Unit Recipient pursuant to Section 5.1 hereof, neither the

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Operating Partnership, the OP Sub, such Contributor nor such Contributor’s respective Unit Recipient shall have any liability to any other party hereto in connection with the transactions contemplated hereby, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve the Operating Partnership, the OP Sub, such Contributor or such Contributor’s respective Unit Recipient of any liability as a result of a breach of any of the terms of this Agreement. Notwithstanding anything to the contrary herein, the termination of this Agreement as to any one or more Contributor and such Contributor’s respective Unit Recipient shall not affect the effectiveness or continuing validity of this Agreement as to all other Contributors and Unit Recipients, and this Agreement shall continue in full force and effect as to all such other Contributors and Unit Recipients unless terminated as to such other Contributors and Unit Recipients in accordance with Section 5.1 hereof.

ARTICLE 6: COVENANTS AND OTHER AGREEMENTS

6.1 Consent to Transfer of Other Contributors’ Interests . Each Contributor hereby consents to the transfer of the Interests of the other Contributors in the World Kitchen Property to the OP Sub (or its designee), and waives any rights under that certain Tenants in Common Agreement dated January 8, 2005 by and among the Contributors, and related documents, in connection therewith or in connection with any of the transactions contemplated by this Agreement, including, without limitation, any restrictions on transfer, buy/sell rights, rights of appraisal, piggyback rights or rights of first offer or first refusal and any notice requirements in connection therewith or otherwise.

6.2 Further Assurances . Each Contributor and Unit Recipient shall execute and deliver to the Operating Partnership or the OP Sub, as applicable, all such other and further instruments and documents and take or cause to be taken all such other and further actions as the Operating Partnership or the OP Sub, as applicable, may reasonably request in order to effect the transactions contemplated by this Agreement, including instruments or documents deemed necessary or desirable by the Operating Partnership or the OP Sub to effect and evidence the conveyance of the Interests in accordance with the terms of this Agreement.

ARTICLE 7: MISCELLANEOUS

7.1 Amendment; Waiver . Any amendment hereto shall be effective only if signed by all parties hereto. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought.

7.2 Entire Agreement; Counterparts; Applicable Law . This Agreement shall (a) constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, (b) may be executed in one or more counterparts, each of which will be deemed an original and all of which shall constitute one and the same instrument, and (c) shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware without giving effect to the conflict of law provisions thereof.

7.3 Assignability . This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (except by operation of law) by any party without the prior written consent of the other parties, and any attempted assignment without such consent shall be void and of no effect; provided, further, however, that the Operating Partnership or the OP Sub may assign this Agreement and any

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agreement contemplated hereunder or thereunder to a respective subsidiary, or to any entity into which the Operating Partnership or the OP Sub, as applicable, is reorganized, or to the REIT, without the consent of the Contributors or the Unit Recipients.

7.4 Severability . If any provision of this Agreement, or the application thereof, is for any reason held to any extent to be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision and to execute any amendment, consent or agreement deemed necessary or desirable by the Operating Partnership or the OP Sub to effect such replacement.

7.5 Equitable Remedies . The parties hereto agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any federal or state court located in the State of California (as to which the parties agree to submit to jurisdiction for the purposes of such action), this being in addition to any other remedy to which they are entitled at law or in equity.

7.6 Attorneys’ Fees . In connection with any litigation or a court proceeding arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys’ fees and legal assistants’ fees and costs whether incurred prior to trial, at trial, or on appeal.

7.7 Survival . It is the express intention and agreement of the parties hereto that the representations, warranties and covenants of the Contributors and the Unit Recipients set forth in this Agreement shall survive the consummation of the transactions contemplated hereby.

7.8 Time of the Essence . Time is of the essence with respect to each Contributor’s and Unit Recipient’s obligations under this Agreement.

[Signature pages to follow.]

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IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement, or caused the Agreement to be duly executed and delivered on its behalf, as of the date first set forth above.

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Exhibit 10.2

AMENDED AND RESTATED LEASE

by and between

WILL PARTNERS, LLC

a Delaware limited liability company,

as LESSOR

AND

WORLD KITCHEN, INC.

a Delaware corporation

as LESSEE

April 26, 2000

TABLE OF CONTENTS

LEASE

THIS AMENDED AND RESTATED LEASE (this “Lease”) is dated as of the 26 ^th day of April, 2000 (the “Effective Date”), and is between WILL PARTNERS, LLC, a Delaware limited liability company (“Lessor”), having an address at 3421 Manhattan Avenue, Manhattan Beach, California 90266, and WORLD KITCHEN, INC., a Delaware corporation (“Lessee”), having its principal office at One Pyrex Place, Elmira, New York, 14902-15555.

RECITALS

WHEREAS, LESSOR and EKCO HOUSEWARES, INC., Lessee’s predecessor in interest), entered into a Lease made as of the 13 ^th day of May, 1999 (the “Original Lease”);

WHEREAS, by Assignment and Assumption dated as of April 26, 2000 EKCO HOUSEWARES, INC., assigned all of its right, title and interest in and to the Lease to the Lessee hereunder; and

WHEREAS, this Lease is intended to amend and restate the Original Lease;

NOW THEREFORE, in consideration of the foregoing recitals which are incorporated herein as if fully set forth and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, Lessor and Lessee have agreed to amend and restate the original lease.

ARTICLE 1

1.1 Leased Property; Term . Upon and subject to the terms and conditions hereinafter set forth, Lessor leases to Lessee and Lessee leases from Lessor all of Lessor’s rights and interest in and to the following property (collectively, the “Leased Property”):

(a) the plots, pieces or parcels of land (the “Land”) described in Exhibit A attached hereto, measuring in the aggregate approximately 1,258 linear feet by 2,010 linear feet;

(b) all buildings (the building constructed by Lessor thereon consisting of approximately 700,200 square feet being hereinafter the “Building”), structures, Fixtures and other improvements presently situated or hereafter constructed upon the Land (collectively, the “Leased Improvements”);

(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;

(d) all equipment, machinery, fixtures and other items of property, including all components thereof, now or hereafter located in or on, and used in connection with the operation or maintenance of, the Leased Improvements, which are now or hereafter owned by Lessor, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, ventilating, refrigerating, waste disposal, air-cooling and air conditioning apparatus, sprinkler systems and fire and theft protection equipment and which are hereby deemed by the parties hereto to constitute real estate under the laws of the State, together with all replacements, modifications, alterations and additions thereto, other than Lessee’s Equipment, as defined in Section 6.2 (collectively, the “Fixtures”); and

(e) the furniture, equipment, trade fixtures, furnishings and other items of personal property, if any, owned by Lessor (collectively, the “Personal Property”).

Subsequent to the Commencement Date (hereinafter defined), Lessee shall have exclusive possession and control of the Leased Property, subject, however, to the reservations and other matters, if any, of record affecting the Property described in Exhibit F and the completion by Lessor of any Punchlist Items. The Term of this Lease has commenced upon the Commencement Date (hereinafter defined), and shall continue for a term of fifteen (15) years thereafter so as to end on March 31, 2015, unless extended or earlier terminated pursuant to, and in accordance with, the provisions of this Lease (the “Term”).

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ARTICLE 2

2.1 Definitions and Certain Dispute Resolution Procedures . As used in this Lease, (a) unless otherwise specified, all references to Sections and articles shall refer to Sections or articles of this Lease, (b) all terms defined herein in the singular shall have the same meanings when used in the plural and vice versa, and (c) capitalized terms shall have the respective meanings set forth in this Lease.

“Actual Leasable Area of the Building” means 700,934 square feet.

“Additional Rent”: As defined in Section 3.2.

“Alterations”: As defined in Section 10.1.

“Basic Rent”: As defined in Section 3.1.

“Business Day”: Each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which national banks in the City of New York, State of New York are authorized, or obligated, by law or executive order to close.

“Commencement Date”: Shall mean March 1, 2000.

“Consolidated Tangible Net Worth”: The consolidated net worth of any Person less the sum of the following consolidated items: (a) any surplus resulting from any write-up of assets; (b) goodwill, including any amounts (however designated on the balance sheet of such Person) representing the cost of acquisitions of Subsidiaries in excess of underlying tangible assets, unless an appraisal of such assets made by a firm of nationally recognized appraisers acquisition shall indicate sufficient value to cover such excess; (c) patents, trademarks, copyrights, leasehold improvements not recoverable at the expiration of a lease and deferred charges (including, but not limited to, unamortized debt discount and expense, organization expenses, experimental and development expenses, but excluding prepaid expenses and prepaid taxes); (d) any amounts at which shares of capital stock of such Person appear on the asset side of the balance sheet of such Person; and (e) any amount of indebtedness not included in the computation of the consolidated net worth of such Person.

“Environmental Laws”: Means any and all present and future federal, state and local laws, ordinances, and regulations, policies and any other requirements of any governmental agency relating to health, safety, the environment or to any Hazardous Materials (hereinafter defined), including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), the Resource Conservation Recovery Act (RCRA), the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Clean Water Act, the Occupational Safety and Health Act (to the extent said Act may contain requirements relating to Hazardous Materials), and the Illinois Responsible Property Transfer Act, each as hereafter amended from time to time, and the present and further rules, and regulations and guidance documents promulgated under any of the foregoing by any federal, state or local governmental authority having jurisdiction over the Leased Property.

“Environmental Report”: That certain environmental audit report for the Leased Property entitled “Phase I Environmental Assessment,” dated March 4, 1999, prepared by Carlson Environmental, Inc.

“Event of Default”: As defined in Section 17.1.

“Fair Market Rent”: As defined in Section 32.2.

“Fair Market Value”: As defined in Section 15.4.

“First Source Agreement”: As defined in Article 35.1.

“Fixtures”: As defined in Section 1.1.

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“Guarantor”: None.

“Hazardous Materials”: Any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, asbestos or any material containing asbestos, or any other substance or material, the use, treatment, storage or disposal of which is regulated under any Environmental Laws.

“Impositions”: All taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege or similar taxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not to be completed within the Term), water, sewer or other rents and charges, excises, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental and quasi-governmental charges in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property and/or the Basic Rent or Additional Rent (including all interest and penalties thereon), which may be assessed or imposed on or in respect of or be a lien upon (a) Lessor or Lessor’s Assignees, if any, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with, the Leased Property or the leasing or use of the Leased Property or any part thereof, or the acquisition of the Leased Property by Lessor, to the extent any of the foregoing are attributable to the period constituting the Term of this Lease. Except as otherwise provided in Article 4, nothing contained in this Lease shall be construed to require Lessee to pay (and such items shall not constitute “Impositions”) any tax, assessment, levy or charge imposed on Lessor or Lessor’s Assignees, if any, for the privilege of doing business in the State specifically as a corporation or other business entity, or any capital levy, estate, inheritance, succession, transfer, net income or net revenue or franchise tax of Lessor or Lessor’s Assignees, if any; or any tax, assessment, levy, imposition or charge based on the gross income or gross rents received therefrom from Lessee whether or not wholly or partially as a capital levy or otherwise which is calculated without deduction of any portion of such gross income or gross rents so received; or (b) a license fee measured by the gross rents received from Lessee which is calculated without deduction of any portion of such gross rents so received; or (c) any other tax, assessment, levy, imposition, charge or license fee however described or imposed whether imposed upon Lessor or Lessor’s Assignee. Notwithstanding the foregoing, Impositions shall not include special assessments, if any, in connection with the initial development of the Leased Property, or any such special assessments levied as a result of design or construction errors, omissions or deficiencies in the improvements installed in connection with the initial development of the Leased Property and the surrounding area (the “Corrective Special Assessments”).

“Indenture”: Any mortgage, deed of trust or deed to secure debt, as applicable, constituting a lien on the Leased Property as the same may be modified, amended or supplemented from time to time, which may be executed as security for any indebtedness of the Lessor.

“Insurance Requirements”: All requirements necessary to maintain in force the insurance policy(ies) applicable to the Leased Property.

“Insured Property”: As defined in Section 14.1.

“Land”: As defined in Section 1.1.

“Leased Improvements”: As defined in Section 1.1.

“Leased Property”: As defined in Section 1.1.

“Lease Year”: A twelve (12) month period commencing on the Commencement Date or on an annual anniversary date thereof, as the case may be.

“Legal Requirements”: All federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting either the Leased Property or the construction, use or alteration thereof, whether now or hereafter enacted and in force, including any which may (a) require repairs, modifications or alterations in or to the Leased Property or (b) in any way limit the use and enjoyment thereof, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Lessee to the extent such agreements,

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restrictions and encumbrances are created by the acts of Lessee, at any time in force affecting the Leased Property or private covenants and restrictions of record which are either set forth in Exhibit F or which are approved by Lessee in writing after the date hereof.

“Lessee’s Equipment”: As defined in Section 6.2.

“Lessor’s Assignees”: Collectively, any assignees now or hereafter designated in any collateral assignment of Lessor’s interest in this Lease as additional security for any indebtedness of Lessor also secured by an Indenture.

“Officer’s Certificate”: A certificate of Lessee or Lessor signed by the president or any vice president or the treasurer, or another officer, the managing member or other similar person authorized to so sign by the board of directors, bylaws or other governing instruments of Lessee or Lessor.

“Offset and Recapture Procedure”. As defined in Section 3.4.

“Overdue Rate”: A late charge in an amount equal to five percent (5%) of the amount that is then due, plus interest on the amount then due equal to the annual interest rate being equal to the interest rate set forth in the then applicable Indenture (the “Indenture Rate”) plus five percent (5%) per annum; or such rate as is permitted by law, if less. In the event there is at the time no Indenture Rate, such term shall mean eight percent (8%) per annum.

“Payment Date”: Any due date for the payment of the installments of Basic Rent.

“Permitted Use”: Warehousing, assembly, packaging, processing, light manufacturing, distribution, and services and office uses ancillary thereto, as permitted by the applicable zoning code and any amendments thereto.

“Person”: Any individual, corporation, partnership, joint venture, estate, trust, unincorporated association, limited liability company, any federal, state, county or municipal government, or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Redevelopment Agreement”: The agreement between Lessor and the Village in the form of Exhibit C.

“Rent”: Collectively, the Basic Rent and Additional Rent.

“State”: The State of Illinois.

“Subsidiary”: (a) Any corporation more than fifty percent (50.0%) of whose voting stock is owned or controlled, directly or indirectly, by such entity or one or more other Subsidiaries of such entity, or (b) any limited partnership of which such entity or any of its Subsidiaries is a general partner, or (c) any other entity (other than a corporation) in which such entity or one or more other Subsidiaries of such entity, or such entity and one or more other Subsidiaries of such entity, directly or indirectly, owns more than fifty percent (50.0%) of the outstanding capital stock or has the power, through the ownership or voting stock, by contract or otherwise, to direct or cause the direction of the management and policies of such entity.

“Taking”: A taking or voluntary conveyance during the Term hereof of all or part of the Leased Property, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of any condemnation or other eminent domain proceeding affecting the Leased Property whether or not a formal condemnation or other eminent domain shall have actually been commenced if a voluntary conveyance occurs under threat of such proceeding.

“Taking-Termination Date”: As defined in Section 15.3.

“Taking-Termination Notice”: As defined in Section 15.3.

“Term”: As defined in Section 1.1.

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“Unavoidable Delays”: Delays due to strikes, lockouts, inability to procure materials, power failure, acts of God, governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty or other causes beyond the control of Lessor or Lessee, provided that lack of funds regardless of the cause therefor shall not be deemed a cause beyond the control of either party, except as expressly set forth herein.

“Village”: The Village of Monee, Will County, Illinois.

ARTICLE 3

3.1 Basic Rent . Lessee will pay to Lessor commencing on the Commencement Date, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts at Lessor’s address set forth above or at such other place or to such other Persons as Lessor from time to time may designate in writing upon fifteen (15) days prior written notice to Lessee, a net rental (the “Basic Rent”) in advance during the Term, as follows:

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(a) When Due . If the Commencement Date is not on the first day of a month, the Basic Rent for the first month of the Lease Term shall be prorated accordingly. The proportionately reduced Basic Rent, if applicable, for any partial first month of the Lease Term shall be paid within fifteen (15) days after the Commencement Date.

(b) Payment Method . Lessee agrees to wire federal or other immediately available funds in payment of the Basic Rent to Lessor, or as Lessor may direct in writing, on the day each payment is due, or if such day is not a Business Day then on the Business Day following such date, so that Lessor shall receive immediately available funds in such location as Lessor may designate on each such date. Lessee may pay Basic Rent by check only if permitted by Lessor’s Assignees. Except as provided in this Lease, the Basic Rent shall be paid absolutely net to Lessor, so that this Lease shall yield to Lessor the full amount of the installments of Basic Rent throughout the Term, all as more fully set forth in this Lease.

3.2 Additional Rent . Except as provided in this Lease, in addition to the Basic Rent, commencing on the Commencement Date, Lessee will also pay and discharge as additional rent (collectively, the “Additional Rent”) all other amounts, liabilities, obligations and, all Impositions which Lessee assumes or agrees to pay under this Lease, and in the event of any failure on the part of Lessee to pay any of the foregoing, every fine, penalty, interest and cost which may be added for nonpayment or late payment of the Impositions, and Lessor shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise as in the case of non-payment of the Basic Rent.

3.3 Late Payment . If any installment of Basic Rent shall not be paid on or before its due date and Lessee fails to pay the amount due for five (5) days after receipt by Lessee of written notice of such failure, and to the extent Lessor pays any other Additional Rent that Lessee has so failed to pay, Lessee will pay Lessor on demand, as Additional Rent, interest on such overdue amount computed at the Overdue Rate on the amount of such installment, from the due date of such installment to the date of payment thereof.

3.4 Offset and Recapture Procedure Any payment, cost or amount due Lessee (i) pursuant to Sections 4.6, 7.1, and 8.2 hereof; or, (ii) pursuant to the terms of that certain Reserve Reimbursement Agreement between Lessor and Lessee dated of even date herewith (the “Reserve Agreement”); or (iii) pursuant to the terms of Section 4(b) of that certain Restricted Account Agreement between Lessor, Lessee and Lessor’s Assignee dated April 27, 2000; or (iv) pursuant to the terms of that certain First Amended and Restated Limited Liability Company Agreement of Will Partners, LLC dated as of April 26, 2000 (the “LLC Agreement”); in each case which is not paid when due, such being the “Offset Amount,” may be offset or at Lessee’s option recaptured, together with interest thereon at the Overdue Rate, against the then current Basic Monthly Rent next coming due. If, at the expiration of the Term (as the same may be extended), Lessee has not fully recovered any Offset Amount, then Lessor shall, on or before said date, reimburse Lessee for the unrecovered amounts due Lessee pursuant to the provisions of this Lease or the LLC Agreement. The obligation set forth in this Section shall specifically be binding on successors and assigns of the Lessor and shall run with the Land and this

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Lease shall constitute a lien on the Leased Property subordinate to the Indenture until any unrecovered Offset Amount is paid in full. In the event Lessee purchases the Leased Property, then the amount of the unrecovered Offset Amount shall be a credit to Lessee against the purchase price. This Section 3.4 is deemed to be the “Offset and Recapture Procedure”.

ARTICLE 4

4.1 Payment of Impositions . Subject to Section 13.1 relating to permitted contests, Lessee will pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and will promptly, upon request, furnish to Lessor and Lessor’s Assignees, if any, copies of official receipts or other satisfactory proof evidencing such payments, and upon request, shall provide Lessor’s Assignees with periodic status reports as to all such payments in respect of the Leased Property. If any Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in the maximum number of installments permitted by law and in such event, shall pay only such installments attributable to the period of the Term hereof as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. If any assessment for a public improvement is required to be paid in one lump sum payment, Lessee shall pay such lump sum payment provided, however, Lessor shall use its best efforts to cause payments for assessments to be made in installments over the longest period permitted by law. Lessee, at its expense, shall prepare and, to the extent it may legally do so, file all tax returns and reports in respect of any Imposition as may be required by governmental authorities. All bills for general real estate taxes and assessments shall be directed to Lessee. Lessee shall have the authority to negotiate with the taxing authority as to the term over which any special assessments are paid (excluding the benefits provided to Lessor pursuant to the Redevelopment Agreement), which Lessor acknowledges may be over the longest period permitted by law. Lessee shall be responsible only for the installments of such assessments attributable to the period of the Term. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be retained by Lessee. The provisions of this Section 4.1 shall survive termination of this Lease.

4.2 Notice of Impositions . Lessor shall give prompt notice to Lessee of all Impositions payable by Lessee hereunder of which Lessor at any time has knowledge other than general ad valorem real estate taxes (or substitutes therefor). Lessor’s failure to give any such notice shall in no way diminish Lessee’s obligations hereunder unless Lessee has not otherwise received actual notice thereof.

4.3 Adjustment of Impositions . Impositions imposed in respect of the calendar year period during which the Term terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination (to the extent the Imposition applies to any period during the Lease Term), and Lessee’s obligation to pay its prorated share thereof shall survive such termination. The foregoing shall not limit Lessor’s damages in the event such termination is by reason of an Event of Default by Lessee.

4.4 Utility Charges . Lessee will pay or cause to be paid when due all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.

4.5 Insurance Premiums . Lessee will pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Section 14.1.

4.6 Limitation on Impositions . Notwithstanding the provisions of this Article 4:

1. Lessor agrees that ad valorem general real estate taxes for the Leased Property payable by Lessee during the initial year the Leased Property is fully assessed will be forty-five cents ($.45) times the Actual Leasable Area of the Building (the “Estimated Tax Amount”). The Estimated Tax Amount shall cumulatively increase by an amount equal to two and one percent (2.5%) per annum (each such cumulatively increased tax amount being hereinafter an “Escalated Tax Amount”) through July 13, 2017. The terms “Estimated Tax Amount” and “Escalated Tax Amount” shall be deemed to include any taxes enacted in lieu of or as substitutes for general ad valorem real estate taxes other than taxes on Lessor’s Indenture unless imposed uniformly throughout the State.

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2. Lessor and Lessee agree that if, during the period ending July 13, 2017, the actual ad valorem general real estate taxes (“Actual Taxes”) for the Leased Property attributable to the initial year of full assessment exceed the Estimated Tax Amount, or if any Actual Taxes for any subsequent tax year exceed the Escalated Tax Amount applicable to the year in question or if there is imposed any Corrective Special Assessment (such excess in each case being hereinafter an “Excess Amount”) then Lessee shall deliver written notice of the same to Lessor, together with copies of applicable tax bill(s) and the following shall apply:

(a) Lessee shall not be liable for any Actual Taxes which exceed the Estimated Tax Amount, or the applicable Escalated Tax Amount, as the case may be;

(b) Notwithstanding the foregoing, Lessee shall pay or cause to be paid any Excess Amount prior to accrual of any interest or penalty thereon and Lessor shall reimburse Lessee for the same as provided in subsection (c) below;

(c) Upon the payment of any Excess Amount, Lessee shall deliver an invoice and evidence of payment therefor to Lessor and Lessor shall reimburse Lessee for the Excess Amount, together with interest at the rate of five percent (5%) per annum from the date paid by Lessee until reimbursed to Lessee, which reimbursement shall be paid to Lessee by no later than December 1 ^st in the year that Lessee delivers such invoice and evidence. Upon reimbursement to Lessee of the Excess Amount, Lessee shall be deemed to have assigned to Lessor all right, title and interest in and to any refunds or other recovery against the Village with respect to the Excess Amount reimbursed by Lessor to Lessee. Upon reimbursement to Lessee, Lessee shall execute such reasonable confirmations of the foregoing assignment as Lessor may request within thirty (30) days after written request therefor. Lessor shall have the right, at Lessor’s sole cost and expense, at any time thereafter, to pursue the enforcement of the provisions of the Redevelopment Agreement to the extent of the Excess Amount reimbursed to Lessee, including, without limitation, any protesting of the Taxes necessary to cause the Actual Taxes to be reduced to either the Estimated or Escalated Tax Amounts, as the case may be, for the year in question, or to such lower amounts as may permit recovery of the Excess Amount to Lessor. Notwithstanding anything contained in this Lease to the contrary, however, Lessee acknowledges that general ad valorem real estate taxes cannot be contested without compliance with the conditions set forth in the Redevelopment Agreement.

(d) If Lessor fails to reimburse Lessee within the time provided in subsection (c) above, Lessee shall have the right to offset the Excess Amount pursuant to the Offset and Recapture Procedure.

3. The provisions of this Section 4.6 apply only to the amount of general ad valorem real estate taxes or taxes enacted in lieu of, or substitutes for, general ad valorem taxes, including any increases attributable to a sale of Lessor’s interest in the Leased Property, and are not applicable to any increase in the amount of Impositions hereunder due to special assessments which may be levied or assessed against the Leased Property (provided that in no event shall Lessee be liable for special assessments levied in connection with initial development of the Leased Property except to the extent specifically provided in the Redevelopment Agreement as reimbursement of the tax increment financing contemplated thereunder) or Corrective Special Assessments.

ARTICLE 5

5.1 No Termination, Abatement, etc . Except as otherwise specifically provided herein, Lessee shall remain bound by this Lease in accordance with its terms and shall neither take any legal action to modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent, nor shall the respective obligations of Lessor and Lessee be otherwise affected by reason of (a) any damage to, or destruction of, the Leased Property or any portion thereof from whatever cause except for the grossly negligent acts or omissions or willful misconduct of Lessor or Lessor’s Assignees, or any Taking of the Leased Property or any portion thereof, (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property or any portion thereof, the interference with such use by any Person or by reason of any eviction by paramount title, or any other defect in title, (c) any claim which Lessee has or might have against Lessor or against any of Lessor’s Assignees, if any, or by reason of any default or breach of any warranty by Lessor under this Lease, any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties, (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Lessor or any assignee or transferee of

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Lessor, or any action with respect to this Lease that may be taken by a trustee or receiver of Lessor or any assignee of Lessor or by any court in any such proceeding, unless such action judicially terminates the Lease, or (e) for any other cause whether similar or dissimilar to any of the foregoing. Except as otherwise specifically provided herein, Lessee hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be available to Lessee by law or in equity to (i) modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof, or (ii) entitle Lessee to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessor and Lessee hereunder shall be separate and independent covenants and agreements and the net Basic Rent and Additional Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated, or modified, pursuant to the express provisions of this Lease.

ARTICLE 6

6.1 Ownership of the Leased Property . Lessee and Lessor agree that the Leased Property (and upon completion, all additions, alterations and improvements thereto) is the property of Lessor and that Lessee has only the right to exclusive possession, control, and use of the Leased Property upon the terms and conditions of this Lease.

6.2 Lessee’s Equipment . Lessee may, at its expense, install or assemble or place on the Land or in the Leased Improvements, and remove and substitute, any items of machinery, equipment, furnishings or trade fixtures or other personal property owned by Lessee and used or useful in Lessee’s business (collectively, “Lessee’s Equipment”), and Lessee shall remove the same upon the expiration or prior termination of the Term; provided, however, that Lessee shall have no right to remove any item which constitutes a Fixture. All Lessee’s Equipment shall be and remain the property of Lessee (Lessor hereby disclaiming any contractual or statutory lien with respect to the same), provided that any of Lessee’s Equipment not removed by Lessee upon the expiration or earlier termination of this Lease shall be considered abandoned by Lessee and may be appropriated, sold, destroyed or otherwise disposed of by Lessor without first giving notice thereof to Lessee and without obligation to account therefor. All reasonable costs and expenses incurred in removing, storing and disposing of Lessee’s Equipment shall be paid by Lessee. Lessee will repair, at its expense, all damage to the Leased Property caused by the removal of Lessee’s Equipment, whether effected by Lessee or Lessor. Lessor shall not be responsible for any loss or damage to Lessee’s Equipment.

ARTICLE 7

7.1 (a) Lessor’s Work . Lessor has, at its expense, constructed the Premises in conformance, in all material respects of the plans and specifications prepared by Steve Rankin & Associates, incorporating in such construction all work described in, and in compliance with, Exhibit E and Exhibit H attached hereto (“Lessor’s Work”). Lessor represents that all Lessor’s Work has been performed in a good and workmanlike manner using new materials, and in compliance with the building permit therefor and Legal Requirements applicable as of the date of performance, to the extent the same apply thereto. Lessee, by its execution hereof, hereby approves the architectural plans (which are part of Lessor’s Plans [hereinafter defined]) attached hereto as Exhibit H. Lessor has caused detailed plans and specifications to be prepared for Lessor’s Work consistent with Exhibit E and Exhibit H hereto (“Lessor’s Plans”), which plans have been approved by Lessee. Lessor’s Plans are incorporated by reference and deemed a part of Exhibit H to this Lease.

(b) Construction of Building . Intentionally Omitted.

(c) Substantial Completion . Lessor and Lessee acknowledge that Lessor’s Work is substantially complete, except for the “punchlist” items set forth in that certain letter agreement executed between Lessor and Lessee dated as of March 21, 2000 (the “Punchlist Items”).

(d) Punchlist . Lessor shall use its best efforts to complete the Punchlist Items within forty-five (45) days, but in all events within sixty (60) days, after the schedule of Punchlist Items has been mutually developed as set forth above and shall cause the same to be completed in accordance with the Lessor’s Plans (“Punchlist Completion Date”).

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Lessee agrees that it will sign-off, as having been completed, on any completed Punchlist Item upon request by Lessor within five (5) business days of Lessor’s request.

If all such Punchlist Items are not completed in accordance with the terms of this Lease on or before the Punchlist Completion Date, Lessee may offset the amount of unpaid Punchlist Costs pursuant to the Offset and Recapture Procedure; provided however, (i) any such offset amount was utilized to complete Punchlist Items and (ii) Lessee provides appropriate lien waivers as requested by Lessor’s Assignees.

(e) Warranty . Upon receipt of notice from Lessee, Lessor shall promptly repair, or replace when necessary, any defect in Lessor’s Work for which Lessor has received notice during the period ending one (1) year following March 1, 2000. With respect to Punchlist Items, the warranty described in the preceding sentence shall be deemed to have commenced at the time of substantial completion of the item in question and shall end one (1) year thereafter. This obligation shall not apply to defects that are the result of (i) Lessee’s violations of: the Lease, manufacturers or supplier’s warranties, negligent acts or omissions or willful misconduct; (ii) ordinary wear and tear; (iii) acts or omissions of third-parties not acting for or on behalf of the Lessor, unless caused by Lessor’s grossly negligent acts or omissions or willful misconduct; (iv) Alterations by Lessee, or Lessee’s Work and (v) damage as a result of fire or other casualty, unless caused by Lessor’s negligent acts or omissions or willful misconduct. Lessee shall not be required to utilize any specific contractor or material supplier for maintenance to preserve any construction warranties, and may perform such maintenance by its own employees so long as Lessee complies with the requirements of such warranties for the entire duration thereof and so long as only qualified contractors or employees are used. Lessor further agrees to procure for Lessee the benefit of any manufacturer’s or installer’s warranties with respect to heating, ventilating, air conditioning and other fixtures and/or equipment installed by Lessor at the Premises as part of Lessor’s Work (subject to the rights of Lessor’s Assignee). To the extent that any of the Lessor’s Work is covered by a guarantee or warranty which has been assigned to the Lessee, Lessee agrees that, prior to it requesting that Lessor do or cause to be done any repairs or replacements pursuant to this Section, Lessee shall first request of the applicable supplier that such repairs or replacement be done by said supplier in accordance with the terms of its guaranty or warranty.

If Lessor receives notice of a defect within the applicable one (1) year period described above, Lessor shall diligently prosecute the correction of same. If Lessor fails to correct any defect in Lessor’s Work pursuant to this Section 7.1, then Lessee shall, at its option, correct such defects (“Defect Cost”). Lessor shall obtain any temporary certificate of occupancy (“C.O.”) (or final inspections, in lieu thereof if the Village will not issue a C.O. prior to completion of Lessee’s Work and/or occupancy by Lessee) related to Lessor’s Work.

7.2 Lessee’s Work . All work not provided herein to be done by Lessor shall be performed by Lessee, at Lessee’s expense, and deemed to be Lessee’s Work, and Lessee shall do and perform, at its expense, all Lessee’s Work diligently and promptly and in accordance with the following provisions. Lessee acknowledges and agrees that the performance of any Lessee’s Work which is not in the nature of installation of trade fixtures and trade equipment may delay the issuance of a certificate of occupancy or temporary certificate of occupancy.

7.3 Construction by Lessee .

(a) Upon tender of possession of the Leased Property to Lessee, Lessee agrees to accept possession of the Leased Property and to perform the Lessee’s Work in a good and workmanlike manner. Lessee shall apply for all necessary building permits prior to commencing Lessee’s Work. By entering into possession of the Leased Property, Lessee shall be deemed to have accepted the Leased Property and to have acknowledged that the Leased Property fully complies with Lessor’s covenants and obligations hereunder, subject to: (i) the Lessor’s representations and warranties contained herein; (ii) the warranties to be obtained by Landlord pursuant to Section 7.1(e); (iii) latent defects; (iv) Punchlist Items; and (v) the right of Lessee to approve future title exceptions pursuant to Section 7.4 hereof. All Lessee’s Work is to be done by Lessee, at Lessee’s sole expense, and in accordance with the plan and specifications, as approved by Lessor and Lessor’s Assignee, such approval not to be unreasonably withheld. Lessee agrees to submit to Lessor and Lessor’s Assignee complete plans and specifications including engineering, mechanical and electrical work covering Lessee’s Work. Lessor shall review and approve Lessee’s plans, or notify Lessee of any failure of Lessee’s plans and specifications to meet with Lessor’s approval, within six (6) business days of the receipt of same. In the event Lessor fails to notify Lessee of the approval by Lessor of Lessee’s plans within the time period provided above, Lessee’s plans shall be deemed approved.

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(b) Lessee’s Work shall be done in accordance with all applicable Legal Requirements including, without limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101 et seq . and Lessee’s plans shall be certified to by an Illinois licensed registered architect or professional engineer, as appropriate. Lessee shall not perform any work at the Leased Property until Lessor has given Lessee written approval of Lessee’s plans and specifications (or the same are deemed approved as provided above) and Lessee has obtained appropriate builder’s risk, property damage and commercial general liability insurance naming Village, Lessor, Lessee, and Lessor’s Assignees as their interest may appear as required by this Lease and established the same to Lessor’s reasonable satisfaction. Any of Lessee’s Work causing venting, opening, sealing, waterproofing or any altering of the roof shall be performed by Lessor’s roofing contractor or by a roofing contractor selected by Lessee and approved by Lessor, in Lessor’s sole discretion, and shall be done at Lessee’s sole expense. Lessee shall provide Lessor with a certificate from the roofing contractor that all of Lessee’s Work causing venting, opening, sealing, waterproofing or in any way altering the roof has been performed in compliance with the plans and specifications and in accordance with all guarantees or warranties for the roof. Lessee hereby covenants and agrees to hold Lessor harmless and will indemnify, protect and, at Lessor’s option, defend Lessor and Lessor’s Assignee, with counsel reasonably approved by Lessor, from any damage to the Leased Property resulting, directly or indirectly, from Lessee’s venting, opening, sealing, waterproofing or any other way altering the roof. If the nature of Lessee’s Work is such that the C.O. cannot issue until occupancy by Lessee and/or completion of Lessee’s Work, then Lessee agrees to furnish Lessor a C.O. from all applicable local authorities at the completion of Lessee’s Work and/or upon Lessee’s occupancy. Lessee shall also be responsible for the prompt removal of Lessee’s construction debris.

(c) Lessee shall post such notices of non-responsibility as Lessor or Lessor’s Assignees shall reasonably require.

7.4 Condition of the Leased Property . Lessee acknowledges that it has examined title to, and the condition of, the Leased Property prior to the execution and delivery of this Lease and so long as such complies with Exhibit F has found the same to be satisfactory for all purposes hereunder. Lessee expressly approves the list of title exceptions set forth in Exhibit A-1 attached hereto (“Permitted Exceptions”). Lessor agrees that no other matter shall be placed of record without Lessee’s prior written consent. Lessee acknowledges that various easements may be required by the Village and various utility companies in connection with development of the Leased Property (“Development Easements”) and agrees not to unreasonably withhold, condition or delay consent to such Development Easements. Any response to a request for approval of a Development Easement shall be delivered within ten (10) Business Days of the request for such approval and if approval is denied or conditioned, shall specifically state the reasons for the withholding or conditioning. Requests for approval not responded to within ten (10) Business Days shall automatically be deemed approved. Lessee shall not be entitled to withhold its consent so long as the Development Easement(s) requested are consistent with the development standards for other first class industrial properties in the greater Chicago Metropolitan area and do not interfere with Lessee’s use of and access to the Leased Property or result in any increased cost to Lessee. Lessor agrees to deliver to Lessee copies of any foundation or as built surveys required by the terms of Lessor’s Indenture to Lessee simultaneously with such delivery to Lessor’s Assignee. Any such surveys shall be certified to Lessee and any title company which Lessee shall have delivered prior notice of to Lessor. Except as expressly set forth herein, Lessee is renting the Leased Property “as is” in its present condition. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO COMPLIANCE WITH LEGAL REQUIREMENTS, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, OR AS TO LESSOR’S TITLE THERETO OR OTHERWISE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. Notwithstanding anything herein to the contrary, as to any Disclaimed Lessor’s Work, Lessee does not accept such work or the condition of the Leased Premises but, rather, Lessor shall remain responsible throughout the Term for all repairs, maintenance and correction, as may be appropriate, necessitated Disclaimed Lessor’s Work.

7.5 Use of the Leased Property . Lessee may use the Leased Property only for the Permitted Use. Lessee agrees that it will not permit any unlawful occupation, business or trade to be conducted on the Leased Property or any use to be made thereof contrary to any Legal Requirements or Insurance Requirements applicable thereto. Lessee shall

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not use or occupy or permit the Leased Property to be used or occupied, nor do or permit anything to be done in or on the Leased Property or any part thereof, in a manner that may make it impossible to obtain any insurance thereon which Lessee is, or may be, required to furnish hereunder, or that will cause or be likely to cause structural or other material injury to any of the Leased Improvements or the Personal Property, or that will constitute a public or private nuisance or waste.

ARTICLE 8

8.1 Compliance with Legal and Insurance Requirements, Instruments, etc . Subject to Section 13.1 relating to permitted contests, Lessee, at its expense, will promptly (a) comply with all Legal Requirements and Insurance Requirements (but as to Insurance Requirements, Lessee shall be deemed in compliance so long as it has complied in all material respects) in respect of the use, operation, maintenance, repair and restoration of the Leased Property, whether or not compliance therewith shall require structural changes in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property, and whether or not such Legal Requirements or Insurance Requirements represent a change in policy of the entity promulgating or enforcing any such Legal Requirement or Insurance Requirement, and (b) procure, maintain and comply with all licenses and other authorizations required for any use of the Leased Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Improvements or any part thereof.

8.2 Capital Improvement Credit . If Lessee is required, pursuant to Section 8.1 or 9.1 hereof, to make any capital improvement, repair or replacement to the roof, structural elements, HVAC or other building systems of the Leased Property which individually cost in excess of One Hundred Thousand Dollars ($100,000), then Lessee shall deliver prior written notice to Lessor of the need for such improvement, repair or replacement, including detailed information as to the nature and estimated cost thereof for Lessor’s approval, not to be unreasonably withheld. At the expiration of this Lease, provided no Event of Default exists hereunder, Lessee shall receive from Lessor a reimbursement for the unamortized portion of such capital improvement, repair, or replacement approved by Lessor (or binding pursuant to the last sentence hereof) applicable to the period beyond the Lease Term. The amount of such capital improvement shall be amortized over the useful life of the improvement in question (as determined by Internal Revenue Service standards) at an interest rate equal to the lesser of (a) ten percent (10%) or (b) Lessee’s actual cost of borrowing to pay for such capital improvement. In the event of a dispute between Lessor and Lessee as to the necessity for such capital improvement, repair or replacement, Lessor and Lessee shall submit such dispute to a mutually acceptable independent architect, engineer or contractor (as appropriate for the item in question) whose decision shall be final, binding and conclusive on the parties. Any amounts not paid to Lessee within thirty (30) days shall become a lien upon the Leased Property, which lien shall be subordinate to the lien of any Lessor’s Assignee. If Lessor fails to reimburse Lessee within such thirty (30) days, Lessee shall have the right to offset the amount owed under this Section 8.2 pursuant to the Offset and Recapture Procedure. The expiration date of the Term shall be deemed extended during the period of any good faith negotiations for a renewal pursuant to Section 19.1 of the Lease. Notwithstanding the foregoing, Lessor shall have no obligation to Lessee with respect to said expenditure if the same was necessitated by Lessee’s negligence, willful acts, or failure to maintain the building in accordance with warranty requirements. The provisions of this Section 8.2 shall not apply with respect to events of damage or destruction, and Lessor and Lessee acknowledge that the provisions of Article 15 shall be controlling upon the occurrence of the same. In the event Lessor purchases the Leased Property, then the amount that would otherwise be reimbursed to Lessee pursuant to this Section 8.2 shall be a credit in favor of Lessee against the purchase price.

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ARTICLE 9

9.1 Maintenance and Repair . (a) Except as provided in Section 7.1, Lessee, at its expense, will maintain and repair the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto in good condition, repair and working order (ordinary wear and tear excepted), and, with reasonable promptness, make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen, or arising by reason of a condition existing prior to the commencement of the Term of this Lease (concealed or otherwise). All repairs and replacements shall be at least equivalent in quality to the original work. Lessee will not take or omit to take any action the taking or omission of which might materially impair the value or the usefulness of the Leased Property or any part thereof or commit any waste of the Leased Property or any part thereof.

(b) Except as expressly provided in this Lease, Lessor shall not under any circumstances be required to build any improvements on the Leased Property, or to make any repairs, replacements, alterations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever in connection with this Lease, or to maintain the Leased Property in any way. Lessee hereby waives the right to make repairs at the expense of Lessor pursuant to any law in effect at the time of the execution this Lease or hereafter enacted.

(c) Nothing contained in this Lease and no action or inaction by Lessor shall be construed as constituting the consent or request of Lessor, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials or other property for the construction, alteration, addition, repair or demolition of or to the Leased Property or any part thereof.

(d) Upon the expiration or prior termination of the Term, Lessee will vacate and surrender the Leased Property to Lessor in the condition in which the Leased Property was originally received from Lessor, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease, ordinary wear and tear excepted.

9.2 Encroachments, Restrictions, etc . If Lessee shall cause or have caused any of the Leased Improvements to encroach upon any property, street or right-of-way adjacent to the Leased Property, or to violate the agreements or conditions contained in any restrictive covenant or other agreement affecting the Leased Property, or any part thereof, or shall impair the rights of others under any easement or right-of-way to which the Leased Property is subject, then promptly upon the request of Lessor or at the behest of any Person affected by any such encroachment, violation or impairment, Lessee shall, at its expense, subject to its right to contest the existence of any encroachment, violation or impairment and in such case, in the event of an adverse final determination, either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation or impairment, whether the same shall affect Lessor or Lessee or (ii) make such changes in the Leased Improvements and take such other actions as shall be necessary to remove such encroachment and to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements. Any such alteration shall be made in conformity with the requirements of Section 10.1.

ARTICLE 10

10.1 Alterations, Substitutions and Replacements . Lessee, at its expense, may at any time and from time to time make interior, non-structural alterations of, and interior nonstructural additions to, the Leased Improvements or any part thereof and substitutions and replacements for the same (collectively, “Alterations”), provided that (a) the market value of the Leased Property shall not be reduced or its usefulness impaired, (b) the work shall be done expeditiously and in a good and workmanlike manner using new materials of good quality, (c) the plans and specifications for any single Alteration with an estimated cost in excess of Two Hundred Thousand Dollars ($200,000.00) shall be approved in advance in writing by Lessor and, if required by the terms of Lessor’s Indenture, Lessor’s Assignees, such approval not to be unreasonably withheld, (d) Lessee shall comply with all Legal Requirements and Insurance Requirements, if any, applicable to the work, (e) subject to Articles 12 and 13 of this Lease, Lessee shall promptly pay all costs and expenses and discharge any and all liens arising in respect of the work and (f) no Alteration shall adversely affect the mechanical,

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utility, heating, ventilating and air conditioning systems or electrical systems of the Leased Improvements. All Alterations shall immediately become and remain the property of Lessor, shall be deemed part of the Leased Property, and shall be subject to all of the terms and provisions of this Lease. No Alterations shall be made which would tie in or connect any Leased Improvements on the Leased Property with any other improvements on property adjacent to the Leased Property. At the time Lessee seeks Lessor’s approval, Lessee may request that Lessor determine, as a part of its approval, whether the Alteration must be removed and/or the Leased Property be restored. Lessee shall not be obligated to restore Alterations that Lessor, at the time of granting its approval, indicates need not be removed or for which restoration need not be performed.

Subject to the provisions of Article 35, Lessor agrees that Lessee’s right to expand the Building is pre-approved and shall not be subject to the provisions of this Section 10.1.

ARTICLE 11

11.1 Environmental Matters . In the event any activity has been conducted at the Leased Property prior to the date of the Environmental Report, or in the future will be conducted at the Leased Property following the Commencement Date or any past or any future use of the Leased Property following the Commencement Date in any manner (a) which has or would cause the Leased Property to become a hazardous waste treatment storage or disposal facility within the meaning of, the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq. , or any other federal, state or local law, rule, ordinance or regulation relating to Hazardous Materials, (b) has or would cause a release or threatened release of Hazardous Materials from the Leased Property within the meaning of, or otherwise bring the Leased Property within the ambit of, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601-9657, or any other federal, state or local law, rule, ordinance or regulation relating to Hazardous Materials, or (c) has or would cause the point source discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq. , or the Clean Air Act, 42 U.S.C. §§ 7401 et seq. , or any other federal, state or local law, rule, ordinance or regulation relating to Hazardous Materials, Lessee agrees to promptly notify Lessor and Lessor’s Assignees, if any, and further agrees promptly to so notify such parties of any claim made with respect to any of such matters. In the event that the Lessee discovers that Hazardous Materials exist on the Leased Property in violation of any applicable law, rule, ordinance or regulation (whether or not disclosed in the Environmental Report) Lessee shall also promptly notify Lessor of such condition and shall take such actions as are required by applicable law. Lessee agrees to comply with each of the recommendations, if any, contained in the Environmental Report for the protection, operation and maintenance of the Leased Property and shall not use the Leased Property in violation of any Environmental Laws.

Notwithstanding anything herein contained, Lessee shall not be responsible for, and accepts no liability for, any violation of any Environmental Law or for any use involving Hazardous Materials that is not disclosed in the Environmental Report or that results from conduct of Lessor or Lessor’s contractor, its subcontractors, materialmen, agents, and employees.

ARTICLE 12

12.1 Liens . Subject to Section 13.1 relating to contests, Lessee will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any attachment, levy, claim or encumbrance in respect of the Basic Rent or Additional Rent provided under this Lease arising out of Lessee’s (or its agents’ or employees’) occupancy of or activities with respect to the Leased Property, not including, however, (a) this Lease, (b) any Indenture, (c) restrictions, liens and other encumbrances which are consented to in writing by Lessor and Lessor’s Assignees, if any, or any easements which do not materially and adversely affect (1) the marketability of title to the Leased Property, (2) the use of the Leased Property for all purposes of this Lease, or (3) the fair market value of the Leased Property, provided that Lessee shall first have delivered an Officer’s Certificate to Lessor and Lessor’s Assignees, if any, certifying as to the matters set forth in clauses (1) and (2), (d) liens for those taxes of Lessor which Lessee is not required to pay hereunder, (e) subleases permitted by Article 24, liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (1) the same are not yet payable or are payable without the addition of any fine or penalty or (2) such liens are in the

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process of being contested as permitted by Section 13.1, and (f) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due, provided that (1) the payment of such sums shall not be postponed under any related contract for more than thirty (30) days after the completion of the action giving rise to such lien and such reserve or other appropriate provisions as shall be required by law or sound accounting principles shall have been made therefor or (2) any such liens are in the process of being contested as permitted by Section 13.1. Notwithstanding anything contained herein to the contrary, Lessee acknowledges and agrees that Impositions shall not be contested below the levels specified in the Redevelopment Agreement.

ARTICLE 13

13.1 Permitted Contests . Lessee, on Lessor’s behalf, but at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition or any Legal Requirement or Insurance Requirement or any lien, encumbrance, charge or claim not permitted by Section 12.1, provided that (a) in the case of an unpaid Imposition, lien, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and/or from the Leased Property, (b) neither the Leased Property nor any rent therefrom nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited, terminated, canceled or lost, (c) in the case of a Legal Requirement, Lessor would not be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (d) in the case of a Legal Requirement and/or an Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be demanded by Lessor or Lessor’s Assignees, if any, to insure ultimate payment of the same, including, without limitation, all interest and penalties thereon, and to prevent any sale or forfeiture of the Leased Property, the Basic Rent and any Additional Rent by reason of such non-payment or noncompliance, provided, however , Lessee is not permitted to contest, and the provisions of this Section shall not be construed to permit Lessee to contest, the payment of Basic Rent, Additional Rent or any other sums payable by Lessee to Lessor hereunder, (e) in the case of an Insurance Requirement, the coverage required by Article 14 shall be maintained, and (f) if such contest be finally resolved against Lessor or Lessee, Lessee shall, as Additional Rent due hereunder, promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Lessee shall indemnify and save Lessor harmless against any liability, cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.

ARTICLE 14

14.1 Insurance . So long as this Lease remains in effect, Lessee agrees to maintain at all times and at its expense insurance, covering the Leased Property as follows:

(a) Property Insurance . Insurance with respect to the Leased Improvements against any peril included within the classification “All Risks of Physical Loss,” with extended coverage in amounts at all times sufficient to prevent it from becoming a co-insurer within the terms of the applicable policies, but in any event such insurance shall be maintained in an amount equal to the full insurable value of the Leased Property and with reasonable deductibles. The term “full insurable value” as used herein shall mean the actual replacement cost of the Leased Property (without taking into account any depreciation, and exclusive of excavations, footings and foundations, landscaping and paving).

(b) Liability Insurance . Comprehensive general liability insurance, including bodily injury, death and property damage liability, dram shop coverage and umbrella liability insurance against any and all claims, including all legal liability to the extent insurable imposed upon Lessor and Lessor’s Assignees as their interests may appear and all court costs and reasonable attorneys’ fees and expenses, arising out of or connected with the possession, use, leasing, operation, maintenance or condition of the Leased Property in such amounts as Lessor’s Assignees may require, but in no event for a combined single limit of less than $1,000,000.00 minimum (or a $3,000,000.00 minimum if the Leased Property contains one or more elevators) with a $2,000,000.00 minimum (or a $6,000,000.00 minimum if the Leased Property contains one or more elevators) general aggregate limit. In the event that any payment of proceeds is made under any umbrella liability insurance policy, the Lessee shall immediately purchase additional umbrella liability insurance coverage so that at all times there shall be no less than a $1,000,00.00 minimum (or a $3,000,000.00 minimum

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if the Leased Property contains one or more elevators) of liability insurance coverage per occurrence with a $2,000,000.00 minimum (or a $6,000,000.00 minimum if the Leased Property contains one or more elevators) general aggregate limit.

(c) Workers’ Compensation Insurance . Statutory workers’ compensation insurance (to the extent the risks to be covered thereby are not already covered by other policies of insurance maintained by it), with respect to any work on, about or regarding the Leased Property.

(d) Business Interruption Insurance . Business interruption and/or loss of “rental value” insurance in an amount sufficient to avoid any co-insurance penalty and to provide proceeds which will cover a period of one (1) year.

(e) Boiler and Machinery Insurance . Broad form boiler and machinery insurance covering all boilers or other pressure vessels, machinery and equipment located in, on or about the Leased Property and insurance against loss of occupancy or use arising from any such breakdown in an amount equal to 100% of the actual replacement cost of such machinery (without taking into account any depreciation) and containing reasonable deductibles.

(f) Flood Insurance . If all or any portion of the Leased Property is located within a federally designated flood hazard zone, flood insurance as is generally available and in such amount and with such deductibles as Lessor’s Assignees may require.

All insurance policies shall be in form and substance acceptable to Lessor’s Assignees, shall name Lessor’s Assignees and their successors and assigns as their interest may appear as additional insureds, mortgagees and/or loss payees, as deemed appropriate by Lessor’s Assignees, with the exception of the property exclusively owned by Lessee, such as inventory, machinery and equipment, and shall provide that all proceeds are payable to Lessor’s Assignees. All insurance companies providing such insurance shall have a Best’s rating of at least A-.

14.2 Policy Provisions and Certificates . The insurance maintained by Lessee under clauses (a), (b), (d), (e), and (f) of Section 14.1 shall name Lessor and Lessee, as named insureds, as their respective interests may appear, and shall bear a standard non-contributory first mortgagee endorsement, as appropriate, in favor of Lessor’s Assignees, if any, as loss payees. The insurance maintained by Lessee under clauses (a), (b), (d), (e) and (f) of Section 14.1 shall provide that all property losses insured against shall be adjusted by Lessee (prior to an Event of Default) (subject to Lessor’s approval of final settlement of estimated losses of Fifty Thousand Dollars ($50,000.00) or more) and that the proceeds thereof shall be paid to Lessor, and Lessor’s Assignees, to be applied in the manner hereinafter set forth in Section 15.1 and Section 15.3. All insurance maintained by Lessee shall provide that (a) no cancellation or reduction thereof shall be effective until at least thirty (30) days after receipt by Lessor and Lessor’s Assignees, if any, of written notice thereof, and (b) all losses shall be payable notwithstanding any act or negligence of Lessor, Lessor’s Assignees, if any, or Lessee or their respective agents or employees which might, absent such agreement, result in a forfeiture of all or part of such insurance payment and notwithstanding (i) the occupation or use of the Leased Property for purposes more hazardous than permitted by the terms of such policy, (ii) any foreclosure or other action or proceeding taken pursuant to any provision of any Indenture upon the happening of an event of default thereunder, or (iii) any change in title or ownership of the Leased Property or any part thereof. Lessee will, within fifteen (15) days after the same first becomes due hereunder, furnish to Lessor and Lessor’s Assignees, if any, certificates for the insurance required by Section 14.1, and not less than thirty (30) days before the expiration of any such insurance, certificates evidencing the replacement or renewal thereof, together with written evidence that the premium therefor has been paid.

14.3 Subrogation . During the period prior to completion of any Punchlist Items, in respect of any real, personal or other property located in, at or upon the Leased Property, and in respect of the Leased Property itself, Lessee hereby releases Lessor and Lessor’s Assignees, if any, from any and all liability or responsibility to Lessee or anyone claiming by, through or under Lessee, by way of subrogation or otherwise, for any loss or damage caused by fire or any other casualty whether or not such fire or other casualty shall have been caused by the willful fault or gross negligence of Lessor or Lessor’s Assignees, if any, or anyone for whom any of said Persons may be responsible. If generally available from insurance carriers, then, during the period prior to completion of the Punchlist Items, Lessee shall require its fire, extended coverage and other casualty insurance carriers to include in Lessee’s policies a clause or endorsement whereby the insurer waives any rights of subrogation against Lessor and Lessor’s Assignees, if any.

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14.4 Other Insurance . Lessee shall not take out separate insurance concurrent in form or contributing in the event of loss with that required by this Article to be furnished by Lessee unless Lessor and Lessor’s Assignees, if any, are included therein as named insureds as their respective interests may appear, with loss payable as in this Article provided. Lessee shall immediately notify Lessor and Lessor’s Assignees, if any, whenever any such separate insurance is taken out and shall deliver the policy or policies or duplicates thereof, or certificates evidencing the same as provided in this Article.

ARTICLE 15

15.1 Notice of Damage, Destruction or Taking; Condemnation Awards . In case of any material damage to or destruction of the Leased Property or any part thereof or in case of any Taking, Lessee shall forthwith give notice thereof to Lessor. If Lessor shall be advised by the condemning authority of a proposed Taking, Lessor shall forthwith give notice thereof to Lessee. In case of any such Taking (whether permanent or temporary), damage or destruction, Lessor shall be entitled to all awards or insurance payments on account thereof, other than as expressly set forth herein. Lessee shall be entitled to any awards made (i) for the taking of personal property, inventory or trade fixtures belonging to Lessee including Lessee’s Equipment, (ii) for the interruption of Lessee’s business or its moving costs, (iii) for the value of any leasehold improvements installed and paid for by Lessee, or (iv) or other compensable tenant claims, including, without limitation, moving expenses; provided in no event shall Lessee be entitled to any award made for the value of the leasehold. Unless an Event of Default shall have occurred, all sums so received by Lessor, shall be applied in accordance with the provisions of Section 15.3, except that any such sums received with respect to a Taking for temporary use shall be applied in accordance with the provisions of Section 15.2. For the purposes of this Lease, all amounts paid pursuant to any agreement with any condemning authority in settlement of any condemnation or other eminent domain proceeding affecting the Leased Property shall be deemed to constitute an award made in such proceeding whether or not the same shall have actually been commenced. For the purposes of this Article, the terms “net proceeds” and “net awards” shall mean, respectively, (i) any insurance proceeds in respect of any damage to or destruction of the Leased Property or any part thereof, or (ii) any awards in connection with any Taking thereof, in each case, less all costs and expenses, including attorneys’ fees, incurred in connection with the seeking and obtaining of any such proceeds or awards.

15.2 Taking for Temporary Use . In case of a Taking for temporary use, there shall be no termination, cancellation or modification of this Lease, and Lessee shall continue to perform and comply with (except as such performance and such compliance may be rendered impossible by reason of such Taking) all of its obligations under this Lease and shall in no event be relieved of its obligation to pay punctually all Rent or any other charges payable hereunder. If no Event of Default shall have occurred, Lessor shall pay the net awards received by it (whether by way of damages, rent or otherwise) by reason of such Taking to Lessee within thirty (30) days of receipt of said award. If an Event of Default shall have occurred, any such net award shall be retained by Lessor, to the extent of the Event of Default (and allowable damages therefor). “Temporary Use,” as used in this Section 15.2, shall mean a Taking of the entire Leased Property (or such a substantial portion of the Leased Property as would render the balance unsuitable for Lessee’s Permitted Use) for a period of up to one hundred eighty (180) days.

15.3 Other Taking; Damage or Destruction; Repair or Replacement .

(a) Except as otherwise provided in Section 15.2 regarding Temporary Use, Lessee shall have the option to terminate this Lease if, as a result of any Taking (including a Taking of off-site improvements or access), (i) the remaining leasable area of the Building is less than the original leaseable area of the Building and cannot, within six (6) months from the effective date of the Taking, be increased to the original leaseable area of the Building solely with the use of the Net Award (as otherwise herein reduced) which determination shall be made within forty five (45) days of the effective date of the Taking; or (ii) in Lessee’s sole and absolute discretion, the Building is no longer suitable for the continued operation of Lessee’s business within six (6) months from the effective date of the Taking, solely with the use of the Net Award which shall be determined within forty five (45) days of the effective date of the Taking (as otherwise herein reduced). Lessee must exercise such option by delivering written notice to Lessor (the “Taking Termination Notice”) not later than ninety (90) days after the effective date of such Taking (which, for purposes hereof, shall mean the earlier of delivery of possession or transfer of title to the condemning authority, unless, in the case of prior transfer of

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title, Lessee is permitted to continue occupying the Leased Property until delivery of possession) (the “Taking Termination Date”).

(b) In the event that Lessee delivers a Taking-Termination Notice to Lessor then, the entire proceeds of any Taking and the right thereto shall be assigned to and shall belong to Lessor and this Lease shall terminate as of the Taking-Termination Date at which time the parties shall be released from any and all obligations and liabilities arising up to and including the Taking-Termination Notice.

(c) Except as otherwise provided in Subsection (a) and (b) hereof, in case of any damage to or destruction of the Leased Property or any part thereof, or in case of any Taking other than for Temporary Use, Lessee will promptly commence and complete with due diligence (subject to Unavoidable Delays) the replacement and repair of the Leased Property in order to restore it as nearly as practicable to the value and condition thereof immediately prior to such damage, destruction or Taking, provided Lessor or Lessor’s Assignees has made the insurance proceeds or condemnation award available to Lessee and such funds are adequate to restore. In the event such funds are not adequate to restore the Leased Property, Lessor may elect within forty five (45) days after the damage or Taking to terminate this Lease unless Lessee agrees to provide the funds necessary to complete repairs. If an Event of Default shall have occurred, Lessor may, at its option, retain all or of any portion of net proceeds of insurance and/or net awards for a Taking, to the extent of the Event of Default, and any allowable damages therefrom. Upon completion of construction, Lessee shall deliver to Lessor (i) a copy of a permanent, unconditional certificate of occupancy for the Leased Property and (ii) an Officer’s Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying to the completion of the repair or replacement of the Leased Property, the payment of the cost thereof in full, and the amount of such cost, and upon receipt of such certificates by Lessor, any balance of such proceeds and awards or other payments not required to be held or applied in accordance with the preceding sentence, shall if no Event of Default shall have occurred, (1) in the case of insurance proceeds, be paid over to, and retained by Lessee, and (2) in the case of an award for a Taking, be paid over to Lessor. In the event of a Taking of such character as not to require any repair or replacement of the Leased Improvements, and upon delivery to Lessor of an Officer’s Certificate certifying that such partial Taking has not materially affected the condition or use of the Leased Property, any net award or other payment for such Taking shall, if no Event of Default shall have occurred, be paid over to Lessor. If an Event of Default shall have occurred prior to the time of Lessor’s receipt of any insurance proceeds or awards or other payment for a Taking pursuant to this Section, the same shall be applied in the manner specified in any Indenture.

ARTICLE 16

16.1 Intentionally Omitted .

ARTICLE 17

17.1 Events of Default . If any one or more of the following events (individually, an “Event of Default”) shall occur:

(a) if Lessee shall fail to make payment of any Basic Rent or Additional Rent payable by Lessee under this Lease within five (5) days of Lessee’s receipt of Lessor’s written notice of such failure to pay; or

(b) if Lessee shall fail to observe or perform any other material term, covenant or condition of this Lease and such failure shall continue for a period of thirty (30) days after written notice thereof to Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessee proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; or

(c) if Lessee shall make a general assignment for the benefit of its creditors, or shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or failing to deny

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the material allegations of a petition against it for any such relief, or shall admit in writing its inability to pay its debts as they mature; or

(d) if any proceeding against Lessee seeking any of the relief mentioned in clause (c) of this Section shall not have been stayed or dismissed within sixty (60) days after the commencement thereof; or

(e) if a trustee, receiver or liquidator of Lessee or of any substantial part of its properties or assets, or of Lessee’s estate or interest in the Leased Property shall be appointed with the consent or acquiescence of Lessee, or if any such appointment, if not so consented to or acquiesced in, shall remain unvacated or unstayed for a period of sixty (60) consecutive days; or

(f) if Lessee shall be liquidated or dissolved, or shall begin proceedings toward such liquidation or dissolution or shall, in any manner, permit the divestiture of substantially all its assets; provided that a liquidation or dissolution of Lessee, or the beginning of proceedings toward a liquidation or dissolution of Lessee, or the divestiture of substantially all the assets of Lessee, shall not be an Event of Default with respect to Lessee, if the survivor of such merger with Lessee or the purchaser of such assets from Lessee shall assume all of Lessee’s obligations under this Lease by a written instrument, in form and substance reasonably satisfactory to Lessor and Lessor’s Assignees, if any, or by operation of law, and, if so long as immediately after giving effect to any such merger or asset sale the Lessee or other corporation (if not the Lessee) surviving the same shall have a Consolidated Tangible Net Worth at least equal to the Consolidated Tangible Net Worth of Lessee immediately prior to such merger or asset sale. At the request of Lessor, Lessee shall deliver an opinion of counsel, reasonably satisfactory to Lessor, stating that such instrument of assumption is valid, binding and enforceable against the parties thereto in accordance with its terms, subject to customary exceptions with respect to enforceability; or

(g) Intentionally Omitted.

(h) Intentionally Omitted.

(i) if any of the material representations or material warranties made by Lessee in this Lease proves to be untrue in any material respect; or

(j) there shall be rendered against the Lessee a final judgment or decree in an amount in excess of Five Million and No/100 Dollars ($5,000,000.00) and the Lessee, as the case may be, shall have failed to satisfy such judgment or to appeal therefrom (or from the order, decree or process pursuant to which such judgment was granted, passed, entered or affirmed) and to obtain a stay of execution thereof within the period prescribed by law for appeals, and to have such judgment discharged within sixty (60) days after the expiration of such period or the period of any such stay, whichever shall later expire; or

(k) Any material report, certificate, financial statement or other instrument delivered to Lessor by or on behalf of Lessee is false or misleading in any material respect when made or delivered.

Upon an Event of Default, Lessor may, at its option and without limitation on any other remedies available to it, (i) terminate this Lease by giving Lessee written notice of such termination and upon the giving of such written notice, the Term shall terminate and all unaccrued rights of Lessee under this Lease shall cease, or (ii) to continue to enforce Lessee’s obligation to pay Basic Rent, Additional Rent, and all other sums due under this Lease (including such amounts as may be due by reason of acceleration) without terminating this Lease. Lessee will pay as Additional Rent all costs and expenses incurred by or on behalf of Lessor, including, without limitation, reasonable attorneys’ fees and expenses, as a result of any Event of Default hereunder.

Notwithstanding anything contained herein to the contrary, in the event Lessor receives a notice of default under Lessor’s Indenture relating to Lessee’s nonperformance of any covenant, terms or conditions of this Lease, which default is not cured by Lessee within thirty (30) days from the effective date of such notice, Lessor shall have the immediate right to pay such sum or perform any such covenant, term and condition as necessary to avoid creating a default under such Indenture.

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17.2 Surrender; Entry by Lessor . If an Event of Default shall have occurred, whether or not this Lease has been terminated pursuant to Section 17.1, Lessee shall, if required by Lessor so to do, immediately surrender the Leased Property to Lessor and quit the same, and if permitted by applicable law, Lessor may enter upon and repossess the Leased Property by reasonable force, summary proceedings, ejectment or otherwise, and may remove Lessee and all other Persons and any and all personal property from the Leased Property. Lessor shall be under no liability for or by reason of any such entry, repossession or removal. Notwithstanding anything contained in this Lease to the contrary, Lessor agrees to comply with any forcible entry and detainer act prior to entering the Leased Property.

17.3 Reletting by Lessor . If an Event of Default shall have occurred, whether or not this Lease has been terminated pursuant to Section 17.1, Lessor shall use its best efforts to relet the Leased Property or any part thereof for the account of Lessee, in the name of Lessee or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the then current Term) and on such conditions (which may include concessions or free rent) and for such purposes as Lessor may determine, and may collect, receive and retain the rents resulting from such reletting.

17.4 Current Liquidated Damages . Neither (a) the termination of this Lease pursuant to Section 17.1, (b) the repossession of the Leased Property, (c) the failure of Lessor to relet the Leased Property, nor (d) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable to and including the date of such termination. Thereafter, monthly on the days on which the Basic Rent would have been payable under this Lease if the same had not been terminated and until the end of what would have been the then current Term in the absence of such termination, Lessee, at Lessor’s option, shall pay Lessor as and for liquidated and agreed current damages for Lessee’s default:

(a) an amount equal to the Basic Rent and Additional Rent that would have been payable by Lessee hereunder if the Term had not been terminated, less

(b) the net proceeds, if any, of any reletting of the Leased Property or any part thereof, after deducting all of Lessor’s expenses in connection therewith, including, without limitation, repossession costs, brokerage commissions, attorneys’ fees and expenses and any repair or alteration costs and expenses incurred in connection with such reletting.

17.5 Final Liquidated Damages . At any time after the termination of this Lease pursuant to Section 17.1, whether or not Lessor shall have collected any current damages pursuant to Section 17.4, Lessor, at its option, shall be entitled to recover from Lessee and Lessee will pay to Lessor on demand as and for liquidated and agreed final damages for Lessee’s default (it being agreed that it would be impractical or extremely difficult to fix the actual damages), and in lieu of all current damages provided in Section 17.4 beyond the date to which the same shall have been paid.

(a) the sum of (i) any past due Rent together with interest thereon (to the extent permitted by law) computed from the due date thereof to the date of payment of all sums due and owing at the Overdue Rate (or at the maximum rate permitted by law, whichever is the lesser), (ii) the remaining payments of Basic Rent (which would otherwise have become due during the remainder of the then current Term but for such termination) as of the later of the date to which Basic Rent shall have been paid or the date to which Lessee shall have paid current damages pursuant to Section 17.4 together with interest thereon computed from the later of such dates to the date of payment of all sums due and owing at the Overdue Rate, and (iii) an amount equal to the Additional Rent and other charges (as reasonably estimated by Lessor) which would be payable hereunder from such date for what would have been the then unexpired current Term had the same not been terminated calculated on a quarterly basis, less

(b) the then fair net rental value of the Leased Property for the period from the date of payment of such liquidated damages to the date which would have been the then expiration date of the then current Term had this Lease not been terminated (after deducting all reasonable estimated expenses to be incurred in connection with reletting the Leased Property, including, without limitation, repossession costs, brokerage commissions, attorneys’ fees and expenses and repair and alteration costs and expenses).

If any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount above

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agreed upon, Lessor shall be entitled to the maximum amount allowable under such statute or rule of law.

17.6 Waiver . If this Lease is terminated pursuant to Section 17.1, Lessee waives, to the extent permitted by applicable law, (a) any right which may require Lessor to sell or otherwise divest its interest in the Leased Property or any part thereof in mitigation of Lessor’s damages as set forth in this Article 17, (b) any notice of re-entry or of the institution of legal proceedings to that end (provided, however, that Lessor shall comply with any requirements with respect to forcible entry and detainer statutes), (c) any right of redemption, re-entry or repossession, (d) any right to a trial by jury with respect to the payment of any Basic Rent or Additional Rent in the event of summary proceedings to enforce the remedies set forth in this Article 17, and (e) any other rights which might otherwise limit or modify any of Lessor’s rights or remedies under this Article 17.1.

17.7 Limitation on Damages . Notwithstanding anything contained in this Lease to the contrary, Lessor and Lessee hereby waive any claim for consequential, punitive, special or other extraordinary damages, it being agreed that each party shall be limited to their respective actual damages, provided, however, the foregoing shall not be deemed to preclude Lessor from receiving any damages for a deficiency in rent resulting from a reletting of the Premises as customarily calculated in the State, or to preclude Lessee from recovering the amounts pursuant to the Offset and Recapture Procedure hereof.

ARTICLE 18

18.1 Lessor’s Right to Cure Lessee’s Event of Default . If Lessee shall fail to make any payment or perform any act required to be made or performed under this Lease such that an Event of Default has occurred pursuant to Article 17, Lessor, and without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of Lessee, and may enter upon the Leased Property for such purpose and take all such action thereon as, in Lessor’s opinion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Lessee. All sums so paid by Lessor and all costs and expenses (including, without limitation, attorneys’ fees and expenses) so incurred, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessor, shall be paid by Lessee to Lessor on demand.

ARTICLE 19

19.1 Holding Over . If Lessee shall for any reason remain in possession of the Leased Property after the expiration of the Term or earlier termination of the Term hereof (except pursuant to the provisions of Section 6.2) with Lessor’s consent, such possession shall be as a month-to-month tenant during which time Lessee shall pay as rental, (a) one and one-half (1.5) times the monthly Basic Rent payable during the last year of the Term on the first day of each month, and (b) all Additional Rent and all other sums, if any, payable by Lessee pursuant to the provisions of this Lease. Notwithstanding the foregoing, Basic Rent payable at the expiration of the Term of this Lease shall not be increased pursuant to the provisions of this Section 19.1 if Lessor and Lessee are, at the time of the expiration of the Term, negotiating in good faith for a renewal of this Lease. Either party shall have the right to terminate such negotiations by delivering thirty (30) days’ prior written notice to the other. During such period of month-to-month tenancy, Lessee shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease but shall have no rights thereunder other than the right to continue its occupancy and use of the Leased Property. Nothing contained herein shall constitute the consent, express or implied, of Lessor to the holding over of Lessee after the expiration or earlier termination of this Lease. Lessor agrees to deliver thirty (30) days notice to Lessee prior to the scheduled expiration date of the Term that Lessor has a need for immediate possession of the Leased Property at the expiration of the Term. Any claim for damages by Lessor (other than the increased Basic Rent described above) resulting from such holdover shall be conditioned upon Lessor’s delivery of such notice to the extent the same is required by the provisions of this Section 19.1.

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ARTICLE 20

20.1 No Recourse to Lessor . No recourse shall be had against Lessor or Lessor’s Assignees, or its successors or assigns, or its employees, officers, directors, shareholders or members for any claim based on any failure by Lessor in the performance or observance of any of the agreements, covenants or provisions contained in this Lease. In the event of any such failure, recourse shall be had solely against the Leased Property. Nothing contained in the foregoing, however, shall restrict the right of Lessee to commence any proceeding against Lessor for the breach of its agreements or covenants contained in this Lease; provided, however, that, in the event that any judgment is obtained against Lessor, the same shall not be the basis of a right of offset, deferment or reduction of the Rent due hereunder until the rendering of a final non-appealable judgment.

ARTICLE 21

21.1 Risk of Loss . Subject to the provisions or Article 15, and except to the extent caused by Lessor’s gross negligence or willful misconduct, the risk of loss or of decrease in the enjoyment and beneficial use of the Leased Property in consequence of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures, attachments, levies or executions (other than by Lessor and those claiming from, through or under Lessor) is assumed by Lessee, and Lessor shall in no event be answerable or accountable therefor. None of the events mentioned in this Section shall entitle Lessee to any abatement of Basic Rent or Additional Rent, except as specifically provided herein.

ARTICLE 22

22.1 Indemnification by Lessee . Lessee will protect, indemnify, save harmless and defend Lessor and Lessor’s Assignees, if any, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon or incurred by or asserted against Lessor or any of Lessor’s Assignees, if any, by reason of: (a) the acquisition and ownership of, or the holding of any security in, Lessee’s interest in the Leased Property; (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) any use, non-use or condition in, on or about the Leased Property, or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (d) any Impositions; (e) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (f) performance of any labor or services or the furnishing of any materials or other property in respect of the Leased Property or any part thereof, except to the extent performed by or at the direction of Lessor; (g) the nonperformance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by the Lessor thereunder; (h) except as provided in Article 11, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Materials on, from, or affecting the Leased Property or any other property; (i) except as provided in Article 11, any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (j) except as provided in Article 11, any lawsuit brought or threatened, settlement reached, or governmental order relating to such Hazardous Materials; or (k) except as provided in Article 11, any violation of laws, orders, regulations, requirements or demands of government authorities, which are based upon or in any way related to such Hazardous Materials including, without limitation, the costs and expenses of any remedial action, reasonable attorneys’ and consultant’s fees, investigation and laboratory fees, court costs and litigation expenses. Any amounts which become payable by Lessee under this Section shall be paid on demand, and if not timely paid, shall bear interest (to the extent permitted by law) at the Overdue Rate from the date of such final determination to the date of payment. Lessee, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor, or any of Lessor’s Assignees, if any, and may compromise or otherwise dispose of the same as Lessee sees fit. Nothing herein shall be construed as indemnifying Lessor or Lessor’s Assignees against Lessor’s grossly negligent acts or willful acts. Lessee’s liability for a breach of the provisions of this Section arising during the Term hereof shall survive any termination of this Lease.

ARTICLE 23

23.1 Assignment . Lessee may assign or sublet (“Transfer”) this Lease, its interest in the Leased

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Property, or any of its rights or obligations hereunder, without the prior written consent of Lessor, provided:

(a) That such assignment or subletting shall in no manner relieve Lessee of any of the obligations undertaken by it under this Lease; and

(b) That Lessee provide written notice to Lessor of such Transfer and, upon the request of any Lessor’s Assignee, Lessee will provide to such Lessor’s Assignee evidence of the assumption of the liability and continuing obligations of Lessee hereunder.

No such assignment, mortgage, pledge, hypothecation or transfer of this Lease, sublease or any other relinquishment of possession or rights to any of the Leased Property shall in any way discharge or diminish any obligations of Lessee to Lessor hereunder and Lessee shall remain directly and primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions contained in this Lease to be performed by Lessee. Notwithstanding the foregoing, if Lessee proposes to Transfer its interest in all or substantially all of the Building (which, for purposes hereof, shall be deemed to be ninety percent (90%) or more of the Building) in a single transaction, Lessor shall have the right, in its sole discretion, to elect to (but shall not be obligated to) terminate this Lease and to re-take possession thereof. In the event Lessor elects to terminate this Lease, Lessee shall be relieved of any liability accruing from and after the effective date of such termination.

23.2 Intentionally Omitted.

23.3 Excess Rental . If Lessee assigns, subleases or otherwise transfers its interest hereunder, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent:

(a) in the case of an assignment, an amount equal to fifty percent (50.0%) of all sums and other considerations paid to Lessee by the assignee for or by reason of such assignment in excess of Basic Rent and Additional Rent hereunder for the remainder of the Term as the same may be extended pursuant to Article 32 below (for purposes of this calculation such sums paid to Lessee shall not include sums paid for the sale of Lessee’s leasehold improvements, equipment, furniture, furnishings or other personal property); and

(b) in the case of a sublease, fifty percent (50.0%) of any rents, additional charges or other consideration payable under the sublease to Lessee by the subtenant which is in excess of the Basic Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Lessee hereunder) pursuant to the terms hereof. Such amount shall not include sums paid for the sale or rental of Lessee’s leasehold improvements, equipment, furniture or other personal property. The sums payable under this Section shall be paid to Lessor with thirty (30) days of when such sums are received from subtenant.

ARTICLE 24

24.1 Lessor’s Right to Inspect . Lessee shall permit Lessor and Lessor’s Assignees, if any, and their respective authorized representatives to inspect the Leased Property during Lessee’s usual business hours upon twenty-four (24) hours prior written notice; and to exhibit the Leased Property to prospective purchasers. Any entry by Lessor or Lessor’s Assignees shall be made in a manner that does not interfere with Lessee’s business operations. Notwithstanding anything contained herein to the contrary, Lessor or Lessor’s Assignees shall be liable for their respective gross negligence or willful misconduct in connection with their access to the Leased Property.

24.2 Financial Statements . Lessee shall provide Lessor with Lessee’s audited financial statements (including but not limited to balance sheets, income statements, and statements of changes in financial position) at least annually, no later than March 31 for the prior year ended December 31, and shall also provide quarterly audited financial statements (if Lessee has quarterly audited statements prepared, and otherwise unaudited quarterly financial statements) within ninety (90) days of the end of the prior calendar quarter. Notwithstanding the foregoing, so long as Lessee is publicly traded, Lessee shall not be required to comply with the provisions of this Section 24.2.

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ARTICLE 25

25.1 No Waiver by Lessor . No failure by Lessor to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. No waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach. Subject to the terms of any subordination, non-disturbance and attornment agreement entered into between Lessee, any Lessor’s Assignee and/or Lessor (which shall be in a form substantially similar to Exhibit B), foreclosure, sale or other proceeding under any Indenture shall not effectuate a termination of this Lease or discharge or otherwise affect the obligations of Lessee hereunder.

ARTICLE 26

26.1 Remedies Cumulative . Each legal, equitable or contractual right, power and remedy of Lessor now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Lessor of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Lessor of any or all of such other rights, powers and remedies.

ARTICLE 27

27.1 Acceptance of Surrender . No surrender to Lessor of this Lease or of the Leased Property or any part thereof or of any interest therein shall be valid or effective unless agreed to and accepted in writing by Lessor and no act by Lessor or any representative or agent of Lessor, other than such a written acceptance by Lessor, shall constitute an acceptance of any such surrender.

ARTICLE 28

28.1 No Merger of Title . There shall be no merger of this Lease or of the leasehold estate hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, (a) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (b) the fee estate in the Leased Property or any interest therein.

ARTICLE 29

29.1 Conveyance by Lessor . If Lessor or any successor owner of the Leased Property shall convey the Leased Property other than as security for a debt, Lessor or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of the Lessor under this Lease and all such future liabilities and obligations shall thereupon be binding upon the new owner, subject to the provisions of Article 21.

Notwithstanding anything contained herein to the contrary, if no uncured Event of Default pursuant to Section 17.1(a) is applicable then, under no circumstances during the initial Term or any Extension Period of the Lease shall Lessor engage in negotiations to sell or otherwise to transfer the Leased Property to any Person engaged in the business of manufacturing, selling, distributing, or otherwise relating to houseware products, pest control and small animal care and control products, or pet products (“Competitor”).

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ARTICLE 30

30.1 Quiet Enjoyment . So long as no Event of Default exists, Lessee shall peaceably and quietly have, hold and enjoy the Leased Property for the Term hereof, free of any claim or other action by Lessor or Lessor’s Assignees, if any, or anyone claiming by, through or under any of them, but subject to all liens and encumbrances of record.

Exhibit 10.3

FIRST AMENDMENT TO AMENDED AND RESTATED LEASE

This FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (this “First Amendment”), made and entered into as of the 4th day of June, 2010 (“Effective Date”), by and between WILL PARTNERS REIT, LLC, a Delaware limited liability company (“Lessor”), and WORLD KITCHEN, LLC a Delaware limited liability company (“Lessee”).

RECITALS:

WHEREAS, Lessor and Lessee entered into a lease dated May 13, 1999, which was amended and restated by instrument dated April 26, 2000, known as Amended and Restated Lease (said Amended and Restated Lease being hereinafter referred to as the “Lease”), for the lease of certain real property, improvements and equipment consisting of approximately 34.322 acres and located at 5800 Industrial Drive, Monee, Illinois (as more fully defined in the Lease, “Leased Property”); and

WHEREAS, in connection with a refinancing of the Leased Property, Lessor and Lessee desire to amend the Lease to extend the Term, amend the Basic Rent payable thereunder and provide for a potential expansion of the building located on the Leased Property.

NOW, THEREFORE, for valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged by the parties, the Lessor and Lessee agree as follows:

1. Recitals/Defined Terms . The foregoing Recitals are hereby incorporated herein by reference. Terms not expressly defined herein shall have the meaning set forth in the Lease.

2. Extension of Lease Term . (a) The parties acknowledge that the originally scheduled expiration date of the Term was March 31, 2015. The Term of the Lease is hereby extended until February 29, 2020 and the definition of “Term” in the Lease is amended accordingly. Article 32 of the Lease is hereby deleted in its entirety and replaced with the following:

“32.1 Extension Option. So long as Lessee occupies at least seventy-five percent (75%) of the Leased Improvements, Lessee shall have the one-time option to extend the Term of the Lease for one (1) additional period of five (5) years (“Extension Period”) upon the following terms and conditions:

A. Lessee gives Lessor written notice of its exercise of the option for the Extension Period at least twelve (12) months prior to the expiration of the Term (time being of the essence with respect to this obligation).

B. No Event of Default shall have occurred and be continuing either on the date Lessee delivers the notice required under subparagraph A. above or on the last day of the Term.

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C. All of the terms and provisions of this Lease (except this Article 32) shall be applicable to the Renewal Term, except that Basic Rent for the Extension Period shall be determined as follows:

If the option for the Extension Period is exercised in a timely fashion, the Lease shall be extended for the Extension Period upon all of the terms and conditions of this Lease, provided that the annual Basic Rent for the Leased Premises for each Extension Term shall be the Fair Market Rent, as hereinafter defined. “Fair Market Rent” as used herein, shall mean the market rental rate for base rent for a comparable tenant with comparable space in comparable buildings in a comparable market, as agreed upon between Lessor and Lessee within forty five (45) days of Lessee’s notice of exercise of the option described. All other terms and conditions of the Lease set forth herein shall remain the same. For purposes of determining the Fair Market Rent, “comparable space” shall mean mixed use office, warehouse and distribution space, without regard to improvements installed by Lessee at its sole cost and expense which are specific to any specialized business operations at the Leased Premises. Notwithstanding anything contained herein to the contrary, the determination of Fair Market Rent shall not include the square footage of the Modified Expansion Area (as defined in Article 36) to the extent paid for by Lessee (other than as an increase in Basic Rent pursuant to Section 36.3). In furtherance of the foregoing, it is the intent of the parties, in determining the Fair Market Rent, to exclude Lessee’s improvements which are not reusable as general office, warehouse/or distribution center improvements. “Comparable building”, as used herein, will mean any industrial building greater than 700,200 square feet (or, if the Building is expanded in accordance with Article 36 of this Lease, any industrial building having comparable square footage to the Building, as expanded, but in either event not less than 500,000 square feet). “Comparable market,” as used herein, means the South Suburban Chicago Industrial Market (with special emphasis on the I-57 corridor).

Fair Market Rent shall be determined in the following manner:

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(3) If the two selected arbitrators are unable to agree on the Fair Market Rent within ten (10) days after receipt of Lessor’s and Lessee’s submitted estimates, then the arbitrators shall inform the parties. Unless the parties shall both otherwise then direct, said arbitrators shall select a third arbitrator, not later than five (5) days after the expiration of said ten (10) day period. If no arbitrator is selected within such five (5) day period, either party may immediately petition a court with appropriate jurisdiction to appoint such third arbitrator. The third arbitrator shall have the qualifications and restrictions set forth in paragraph (b) (1) above, and shall conduct an arbitration pursuant to the commercial arbitration rules of the American Arbitration Association. The third arbitrator’s decision shall be final and binding as to which estimate (as between Lessor’s and Lessee’s) of the Fair Market Rent is closer to the actual market rental rate. Such third arbitrator shall make a decision not later than ten (10) days after appointment.

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(4) Each party shall be responsible for the costs, charges and/or fees of its respective appointee and the parties shall share equally in the costs, charges and/or fees of the third arbitrator. The decision of the arbitrator(s) may be entered in any court having jurisdiction thereof.

32.2 Condition . Lessee agrees to accept the Leased Property to be covered by this Lease during the Extension Period in an “as is” physical condition and Lessee shall not be entitled to receive any allowance, credit, concession or payment from Lessor for the improvement thereof.

32.3. Amendment . If Lessee exercises the option for the Extension Period, then Lessor and Lessee shall mutually execute and deliver an amendment to this Lease reflecting the extension of the Term on the terms herein provided, which amendment shall be executed and delivered promptly after the determination of Fair Market Rent to be applicable to the Extension Period as hereinabove provided.

32.4 Termination . The option for the Extension Period herein granted shall automatically terminate upon the earliest to occur of (i) the expiration or termination of this Lease, (ii) the termination of Lessee’s right to possession of the Leased Property, or (iii) the failure of Lessee to timely or properly exercise the option for the Extension Period pursuant to the terms of this Section.

32.5 No Commissions . Lessor and Lessee acknowledge and agree that no real estate brokerage commission or finder’s fee shall be payable by Lessor in connection with any exercise by Lessee of the option for the Extension Period herein contained.

(b) All references to the Second Extension Period are hereby deleted from the Lease, and all references to “First Extension Period” shall be deemed to refer to the Extension Period, as described herein.

3. Rent . As of March 1, 2010, the amount of Basic Rent payable under the Lease is hereby amended to the amounts set forth in Exhibit A attached hereto, and by this reference made a part hereof. The rent schedule set forth in Exhibit A attached hereto shall be deemed substituted for the schedule currently contained in Section 3.1 of the Lease. The Basic Rent, as adjusted herein, is subject to further adjustment upon the expansion of the Improvements located on the Leased Property, in accordance with Article 36 of the Lease (as inserted pursuant to Section 10 below). Lessor acknowledges that Lessee has been paying Basic Rent in the amounts set forth in Section 3.1 of the Lease (rather than the amounts set forth in Exhibit A attached hereto) for the period commencing March 1, 2010 and ending on the Effective Date. On the Effective Date, Lessor shall refund to Lessee the amount by which Lessee’s actual Basic Rent Payments for such period exceed the amount of Basic Rent that was owing for such period after giving effect to the Basic Rent rates set forth on Exhibit A attached hereto. Such refund shall be prorated for any partial month, and equals Fourteen Thousand Five Hundred Fifty Nine and 17/100 Dollars ($14,559.17) per month. Such refund

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shall be in addition to the payment to be made to Lessee under the provisions of Section 8 (Additional Consideration) below.

4. Ancillary Documents . Article 3, Section 3.4 of the Lease is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following:

Any payment, cost or amount due Lessee pursuant to Section 4.6, 7.1, 8.2, 9.1(e), 9.3, 36.2(e)(C), 36.7 or 36.9(b) hereof, in each case which is not paid when due, such being the “Offset Amount,” may be offset or at Lessee’s option recaptured, together with interest thereon at the Overdue Rate, against the then current Basic Rent next coming due.

References in the Lease to the Reserve Reimbursement Agreement, the Restricted Account Agreement, Expansion, Expansion Area and the LLC Agreement shall be deemed deleted and of no further force and effect after the Effective Date.

5. Capital Improvement Credit . Article 8, Section 8.2 of the Lease is hereby amended by deleting, from the second (2 ^nd ) line of said Section, the words “roof, structural elements”.

6. Maintenance and Repair . As of the Effective Date, Article 9 is hereby amended by:

(i) adding, in the first line of Section 9.1(a), after “7.1”, the words “and Section 9.3 below,”;

(ii) inserting the phrase “(if non-load bearing)” after the word “structural,” that appears in clause 9.1(a) thereof;

(ii) inserting the phrase “(if non-load bearing)” after the word “structural,” that appears in clause 9.1(b) thereof;

(iii) the addition of the following to Section 9.1:

“(e) Lessee agrees to deposit, in equal monthly installments, into a capital expense or similarly designated fund for purposes of making repairs and replacements, a sum equal to fifteen cents ($0.15) per square foot of gross floor area of the building(s) located on the Leased Property, per annum (the “Capital Improvement Reserve”). The monthly amount to be so deposited by Lessee is Eight Thousand Seven Hundred Fifty-Two and 50/100 Dollars ($8,752.50). If the building located on the Leased Property is expanded in accordance with Article 36, Lessee shall increase its monthly deposit into the Capital Improvement Reserve effective upon the Expansion Substantial Completion Date (as defined in Article 36) by an amount equal to one-twelfth (1/12) of fifteen cents ($0.15) multiplied by the number

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of square feet of gross floor area in the Modified Expansion Area (as defined in Article 36) that is constructed in accordance with Article 36. All contributions to the Capital Improvement Reserve shall be prorated for any partial month during the Term. The Capital Improvement Reserve shall be held in a deposit account held by Lessor (and at Lessor’s option, in an account maintained with Lessor’s Assignee) and shall earn interest at a money market rate for the benefit of Lessee. So long as no Event of Default has occurred and is continuing, no portion of the Capital Improvements Reserve be pledged to Lessor’s Assignee as collateral for any loan, and Lessor shall cause Lessor’s Assignee to acknowledge in writing that, so long as no Event of Default has occurred and is continuing, it has no pledge of or security interest in Lessee’s rights in the Capital Improvements Reserve and that it shall permit the release of funds therefrom in accordance with the terms and conditions of this Lease. Provided no Event of Default has occurred and is continuing under the Lease, funds on deposit in the Capital Improvement Reserve will be made available to Lessee over the Term to perform its obligations under this Section 9.1 for replacements, maintenance, repairs and/or alterations of a capital or expense nature to the Leased Property in accordance with an annual budget and schedule which shall be subject to Lessor’s approval (such approval not to be unreasonably withheld, conditioned or delayed). Lessor shall cause funds from the Capital Improvement Reserve to be made available to Lessee within ten (10) days after Lessee provides Lessor with an invoice to be paid from the Capital Improvement Reserve or a paid invoice for which Lessee is seeking reimbursement from the Capital Improvement Reserve, together with all documents reasonably required by Lessor to reasonably assure the lien free completion of any work paid for from said funds, including without limitation, sworn statements of the Lessee and its general contractor and lien waivers from all contractors, subcontractors and materialmen. For any work for which Lessee is seeking reimbursement from the Capital Improvement Reserve that was completed more than four (4) months prior to the date upon which Lessee is seeking reimbursement, if Lessee submits a sworn statement identifying the contractor, the amount of the contract, the date the work was completed and stating that the contract amount has been paid in full, then Lessee shall not be required to provide lien waivers for such work. Any amounts remaining on deposit in the Capital Improvement Reserve shall be paid to Lessee upon the earlier to occur of (a) ten (10) days after the expiration or termination of this Lease or (b) the occurrence of a material default by Lessor (beyond any applicable cure periods) of its obligations under this Lease.”

(iv) and the addition of the following as Section 9.3:

“9.3 Maintenance, Repair and Replacement by Lessor . Lessor agrees, at its cost and expense, to be responsible for repairs to, maintenance of and replacements of the roof and the load-bearing structural portions of the Building (as it may be expanded in accordance with Article 36), including load bearing columns, exterior structural walls, Building footings and foundation; provided, however, in no event shall Lessor

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be responsible for any of the foregoing to the extent the need for same arises from any of the following that occur on or after the Effective Date: (a) the act, omission, or negligence of Lessee, or anyone having access to the Building by through or under Lessee; (b) Lessee’s alterations to the Building, or Lessee’s failure to properly comply with any conditions of any effective warranty relating to the aforesaid elements, so long as a copy of such warranty has been provided to Lessee prior to Lessee’s failure to so comply; and (c) deferred maintenance items shown in the PCR (but the foregoing shall not be deemed to limit Lessee’s obligations for items noted in the PCR, which Lessee hereby agrees to perform). If Lessor fails to perform any of the repairs, maintenance or replacements it is required to perform under this Section 9.3 within thirty (30) days after Lessee notifies Lessor of the required repair, maintenance or replacement (which thirty (30) day period shall be extended for as long as reasonably necessary for Lessor to complete such repair, maintenance or replacement if it cannot reasonably be completed within such thirty (30) day period, but only if, subject to the occurrence of an Unavoidable Delay, Lessor commences such repair, maintenance or replacement within such thirty (30) day period and thereafter diligently and continuously prosecutes same to completion), then Lessee may, at its option, perform such repairs, maintenance and/or replacements, and Lessor shall, within five (5) days after demand by Lessee, reimburse Lessee for Lessee’s costs in doing so. Notwithstanding the foregoing, if an emergency situation (which for purposes hereof, shall be deemed to mean a danger of personal injury, substantial damage to property or material interference with the operation of Lessee’s business) exists, Lessee may immediately take such actions as are required to mitigate the situation, and Lessor shall, within five (5) days after demand by Lessee, reimburse Lessee for Lessee’s costs in doing so. If Lessor fails to reimburse Lessee within the time provided above, Lessee shall have the right to offset the amount of such costs pursuant to the Offset and Recapture Procedure.”

As of the Effective Date, the balance contained in the Reserve (as defined in the Reserve Reimbursement Agreement) is Seven Hundred Forty-Two Thousand Two Hundred Six and 08/100 Dollars ($742,206.08). Such balance is hereby transferred to and becomes a part of the Capital Improvement Reserve. Prior to the Effective Date, Lessee has incurred expenses for replacements, maintenance, repairs and/or alterations of a capital nature to the Leased Property which are described on Exhibit B attached hereto (collectively, the “Prior Capital Work”). Lessor agrees that, after the Effective Date, Lessor shall make a disbursement from the Capital Improvements Reserve to reimburse Lessee for the costs of the Prior Capital Work upon Lessee’s delivery of the sworn statement described in Section 9.1(e) of the Lease, as amended, and applicable lien waivers, to the extent required under such section. After the Effective Date, Lessor shall make a disbursement in the estimated amounts of the cost of the deferred maintenance items contained in the Property Condition Report prepared by EBI Consulting, Inc. dated April 5, 2010.

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Lessee represents and warrants to Lessor that, as of the Effective Date, Lessee has no actual knowledge of any material defects in the roof or the load-bearing structural portions of the Building, other than those, if any, described in the PCR.

7. Article 10 . Article 10, Section 10.1 of the Lease is hereby amended by deleting the final sentence of said Section in its entirety and replacing it with the following: “Subject to the provisions of Article 36, Lessor agrees that Lessee’s right to cause the expansion of the Building in accordance with such Article 36 is pre-approved and shall not be subject to the provisions of this Section 10.1.”

8. Additional Consideration . In consideration of Lessee’s agreement to extend the Term of the Lease as provided in this First Amendment, Lessor agrees to pay Lessee a one-time amount of Seven Hundred Seventy Eight Thousand One Hundred Seventy Five Dollars ($778,175.00) (“Capital Expense Allowance”). The Capital Expense Allowance may be used by Lessee for any purpose, and shall be due and payable on the Effective Date. On the Effective Date, the Capital Expense Allowance shall be paid in addition to any amounts owing to Lessee under Section 3 of this First Amendment.

9. Lessor Default . The following is hereby added as Section 17.8 of the Lease: “Lessor Default. Lessor shall not be deemed in default of this Lease until it has received written notice of failure to observe or perform any material term, covenant or condition of this Lease and such failure shall have continued for a thirty (30) day period, unless such failure cannot, with due diligence, be cured within a period of thirty (30) days, in which cause such failure shall not be deemed to continue if Lessor proceeds promptly with due diligence to cure the failure and diligently prosecutes the curing thereof.

10. Tenant’s Option . Article 34 of the Lease is hereby deleted in its entirety, and after the Effective Date is deemed intentionally omitted. The following is hereby added as Article 36:

“ARTICLE 36

36.1. The provisions set forth on Exhibit P attached hereto are hereby incorporated in this Lease as if set forth at length herein.”

11. Audit Cooperation . Lessee shall provide Lessor, at Lessor’s expense, copies of, or access to, such factual information as may be reasonably requested by Lessor, or its property manager or accountants, to enable Lessor or Lessor’s independent auditors, to complete an audit of certain revenues and certain expenses of the property pursuant to Section 3-14, Special Instructions for Real Estate Operations to be Acquired, of Regulation S-X of the Securities and Exchange Commission (“SEC”), (Rule 3-14). Lessee’s obligation is conditioned on the recipient thereof having delivered to Lessee a confidentiality agreement in form and substance reasonably satisfactory to Lessee. In addition, subject to said confidentiality agreement, Lessee authorizes Lessor to disclose such information as required

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by the SEC on Form 8-K. Without limiting the generality of the foregoing, and subject to the confidentiality obligations set forth in the above-referenced confidentiality agreement, (i) Lessor or its independent auditor may audit Lessee’s operating expenses for the Property, and Lessee shall provide such documentation as Lessor or its auditor may reasonably request in order to complete such audit; and (ii) Lessee shall furnish to Lessor such financial and other information as may be reasonably required to allow Lessor to complete an audit in accordance with Rule 3-14 and to make any required filings with the SEC or other governmental authority. The foregoing obligation of Lessee shall be limited to providing information and documentation in the possession of or reasonably obtainable by, Lessee (or its accountants) at no cost to Lessee and in the format in which the Lessee (or its accountants) have maintained such records.

12. Lease Exhibits . Exhibit B to the Lease (“Approved Form of Subordination, Non-Disturbance and Attornment Agreement”) is hereby deleted and replaced with Exhibit O attached hereto, and all references in the Lease to Exhibit B shall be amended to be references to Exhibit O. Exhibits I, J, K, L, M, N, O and P attached hereto are hereby attached to the Lease as Exhibits I, J, K, L, M, N, O and P. The only exhibits to this First Amendment are Exhibits A, B, I, J, K, L, M, N, O and P.

13. Notices . The address for Lessor for notice purposes is hereby modified as follows:

Will Partners REIT, LLC,

c/o Griffin Capital Corporation

2121 Rosecrans, Suite 3321

El Segundo, CA 90245

with a copy to:

Mary Higgins, General Counsel

790 Estate Drive, Suite 180

Deerfield, IL 60015

Lessor acknowledges that Lessee may be required under a separate agreement with Lessor’s lender to send a copy of certain notices of default to such lender, and Lessor consents to the delivery of such notice.

The address for Lessee for notice purposes is hereby modified as follows:

WORLD KITCHEN, LLC

5800 Industrial Drive

Monee, Illinois 60484

Attention: Distribution Center Manager

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with a copy to:

World Kitchen, LLC

5500 North Pearl Street, Suite 400

Rosemont, Illinois 60018

Attention: Associate General Counsel.

14. Brokers . Except for NAI Hiffman, whose commission/fees shall be paid by Lessee, at its sole cost and expense, Lessor and Lessee each represent and warrant to the other that they have had no dealings with any broker or agent in connection with this First Amendment and each party covenants to hold harmless and indemnify and defend the other from and against any and all cost, expense, or liability for any compensation, commissions, or damages claimed by any brokers or other agents with respect to this Lease or the obligations thereof claiming by through or under them.

17. Ratification . Except as modified herein, the Lease is hereby ratified and confirmed in all other respects, including, without limitation, Lessee’s purchase option set forth in Article 33 thereof.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the day and year first above written.

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Exhibit 10.4

TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2010 by and among THE GC NET LEASE REIT, INC. (the “REIT”), THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P. (the “Partnership”), Will Partners, LLC, Will Partners Investor 1, LLC, Will Partners Investor 2, LLC, Will Partners Investor 3, LLC (each of Will Partners Investor 1, LLC, Will Partners Investor 2, LLC and Will Partners Investor 3, LLC shall be referred to herein as a “Contributor” and, collectively with Will Partners, LLC, as the “Contributors”) Will Partners Member 1, LLC, PLM&B, Inc. and Westridge Partners (each of Will Partners Member 1, LLC, PLM&B, Inc. and Westridge Partners shall be referred to herein as a “Protected Partner” and, collectively with Will Partners, LLC, as the “Protected Partners”) (Will Partners, LLC shall be referred to herein as both a “Contributor” and a “Protected Partner” and, collectively with the other such entities, as the “Contributors” and the “Protected Partners”).

WHEREAS, pursuant to that certain Contribution Agreement – World Kitchen Property, dated as of June 4, 2010 (the “Contribution Agreement”), the Contributors transferred to a wholly-owned subsidiary of the Partnership all of the Contributors’ percentage undivided co-tenancy interests in the World Kitchen Property, as identified in such Contribution Agreement, in exchange for the Protected Partners’ receipt of an aggregate of 813,044 units of limited partnership interest (“Units”) in the Partnership (the “Transaction”);

WHEREAS, it is intended for federal income tax purposes that the Transaction be treated as a contribution by the Protected Partners of all of the contributed assets to the Partnership in exchange for partnership interests under Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, in accordance with Section 3.2(b) of the Contribution Agreement and in consideration for the agreement of the Contributors and the Protected Partners to consummate the Transaction, the parties desire to enter into this Agreement regarding certain tax matters associated with the Transaction; and

WHEREAS, the REIT and the Partnership desire to evidence their agreement regarding amounts that may be payable as a result of certain actions being taken by the Partnership regarding the disposition of certain of the contributed assets and certain debt obligations of the Partnership and its subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein and in the Contribution Agreement, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

To the extent not otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in the Partnership Agreement (as defined below).

“ Closing Date ” means the closing date of the Transaction.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Consent ” means the prior written consent to do the act or thing for which the consent is required or solicited, which consent may be executed by a duly authorized officer or agent of the party granting such consent.

“ Guaranteed Amount ” means the aggregate amount of each Guaranteed Debt that is guaranteed at any time by Partner Guarantors.

“ Guaranteed Debt ” means any loans incurred (or assumed) by the Partnership or any of its subsidiaries that are guaranteed by Partner Guarantors at any time after the Closing Date pursuant to Article 3 hereof.

“ Minimum Liability Amount ” means, for each Protected Partner, the amount set forth on Schedule 3.1 hereto next to such Protected Partner’s name.

“ Nonrecourse Liability ” has the meaning set forth in Treasury Regulations § 1.752-1(a)(2).

“ Partner Guarantors ” means those Protected Partners who have guaranteed any portion of the Guaranteed Debt. The Partner Guarantors and each Partner Guarantor’s dollar amount share of the Guaranteed Amount with respect to the Guaranteed Debt is zero as of the Closing Date and will be set forth on Exhibit B to Schedule 3.7 hereto, as may be amended from time to time.

“ Partnership ” means The GC Net Lease REIT Operating Partnership, L.P., a Delaware limited partnership.

“ Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P., dated as of June 18, 2009, as the same may be amended in accordance with the terms thereof.

“ Protected Gain ” shall mean the gain that would be allocable to and recognized by a Protected Partner under Section 704(c) of the Code in the event of the sale of a Protected Property in a fully taxable transaction (excluding its corresponding share of “book gain,” if any). The initial amount of Protected Gain with respect to each Protected Partner shall be determined as if the Partnership sold a Protected Property in a fully taxable transaction on the Closing Date for consideration equal to the Section 704(c) Value of such Protected Property on the Closing Date, and is set forth on Schedule 2.1(b) hereto. Gain that would be allocated to a Protected Partner upon a sale of a Protected Property that is “book gain” (for example, gain attributable to appreciation in the actual value of the Protected Property following the Closing Date or gain resulting from reductions in the “book value” of the Protected Property following the Closing Date) would not be considered Protected Gain. (As used in this definition, “book gain” is any gain that would not be required under Section 704 (c) of the Code and the applicable regulations to be specially allocated to the Protected Partners, but rather would be allocated to all partners in the Partnership, including the REIT, in accordance with their respective economic interests in the Partnership.)

“ Protected Partner ” means those persons set forth on Schedule 2.1(a) hereto as “Protected Partners,” any person who acquires Units from a Protected Partner in a transaction in which gain or loss is not recognized in whole or in part and in which such transferee’s adjusted basis, as determined for federal income tax purposes, is determined in whole or in part by reference to the adjusted basis of a Protected Partner in such Units.

“ Protected Property ” means (i) the property identified as a Protected Property on Schedule 2.1(b) hereto; (ii) any other properties or assets hereafter acquired by the Partnership or direct or indirect interest owned by the Partnership in any Subsidiary that owns an interest in a Protected Property, if the disposition of such properties, assets or interest would result in the recognition of Protected Gain with respect to the Protected Property by a Protected Partner; and (iii) any other property that the Partnership

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directly or indirectly receives that is in whole or in part a “substituted basis property” as defined in Section 7701(a)(42) of the Code with respect to the Protected Property.

“ Qualified Guarantee ” has the meaning set forth in Section 3.2.

“ Qualified Guarantee Indebtedness ” has the meaning set forth in Section 3.2.

“ Section 704(c) Value” means the fair market value of the Protected Property as agreed to by the Partnership and the Protected Partners and as set forth next to the Protected Property on Schedule 2.1(b) hereto, as applicable. For purposes of this Agreement, the aggregate Section 704(c) Value for the Protected Property contributed to the Partnership by the Protected Partners in the Transaction will be the agreed value of the Units to be issued in the Transaction plus the mortgage debt secured by or allocable to the Protected Property outstanding on the Closing Date. The Section 704(c) Value for the Protected Property shall be as determined by agreement between the Protected Partners and the Partnership pursuant to this Agreement. The Partnership shall initially carry the Protected Property on its books at a value equal to the Section 704(c) Value as set forth above.

“ Subsidiary ” means any entity in which the Partnership owns a direct or indirect interest that owns the Protected Property on the Closing Date, after giving effect to the Transaction, or that thereafter is a successor to the Partnership’s direct or indirect interests in the Protected Property.

“ Tax Protection Period ” means the period commencing on the Closing Date and ending at 12:01 AM on the tenth (10 ^th ) anniversary of the Closing Date; provided , however , that with respect to a Protected Partner, the Tax Protection Period shall terminate at such time as such Protected Partner disposes of 50% or more of the Units received, directly or indirectly, in the Transaction by such Protected Partner and gain or loss is fully recognized as a result of such disposition.

“ Units ” means units of limited partnership interest of the Partnership, as described in the Partnership Agreement.

ARTICLE 2

RESTRICTIONS ON DISPOSITIONS OF

THE PROTECTED PROPERTY

2.1 General Prohibition on Disposition of Protected Property . The Partnership agrees for the benefit of each Protected Partner, for the term of the Tax Protection Period, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of the Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause any of the Protected Partners to recognize any Protected Gain. Without limiting the foregoing, the term “sale, exchange, transfer or disposition” by the Partnership shall be deemed to include, and the prohibition shall extend to:

(a) any direct or indirect disposition by any direct or indirect Subsidiary of the Protected Property or any interest therein;

(b) any direct or indirect disposition by the Partnership of the Protected Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder; and

(c) any distribution by the Partnership to a Protected Partner that is subject to Section 737 of the Code and the Treasury Regulations thereunder;

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Without limiting the foregoing, a disposition shall include any transfer, voluntary or involuntary, by the Partnership or any Subsidiary in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding.

Notwithstanding the foregoing, this Section 2.1 shall not apply to a voluntary, actual disposition by a Protected Partner of Units in connection with a merger or consolidation of the Partnership pursuant to which (1) the Protected Partner is offered either cash or property treated as cash pursuant to Section 731 of the Code (“Cash Consideration”) or partnership interests in a partnership that would be treated as the continuing partnership under the principles of Section 708 of the Code and the receipt of such partnership interests would not result in the recognition of gain for federal income tax purposes by the Protected Partner (“Partnership Interest Consideration”); (2) the Protected Partner has the ability to elect to receive solely Partnership Interest Consideration in exchange for his Units and the continuing partnership has agreed in writing to assume the obligations of the Partnership under this Agreement; (3) no Protected Gain is recognized by the Partnership as a result of any partner of the Partnership receiving Cash Consideration; and (4) the Protected Partner elects to receive Cash Consideration.

2.2 Exceptions Where No Gain Recognized . Notwithstanding the restriction set forth in Section 2.1, the Partnership or any Subsidiary may dispose of any Protected Property (or any interest therein) if such disposition qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a “partnership” for federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, does not result in the recognition of any taxable income or gain to any Protected Partner with respect to any of the Units; provided, however, that:

(a) in the case of a Section 1031 like-kind exchange, if such exchange is with a “related party” within the meaning of Section 1031(f)(3) of the Code, any direct or indirect disposition by such related party of the Protected Property or any other transaction prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(f)(1) to apply with respect to such Protected Property (including by reason of the application of Section 1031(f)(4)) shall be considered a violation of Section 2.1 by the Partnership; and

(b) in the event that at the time of the exchange or other disposition the Protected Property is secured, directly or indirectly, by indebtedness that is guaranteed by a Protected Partner (or for which a Protected Partner otherwise has personal liability) and that is not then in default and the transferee is not a Subsidiary of the Partnership that both is more than 50% owned, directly or indirectly, by the Partnership and is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable), (i) either (A) such indebtedness shall be repaid in full or (B) the Partnership shall obtain from the lenders with respect to such indebtedness a full and complete release of liability for each of the Protected Partners that has guaranteed, or otherwise has liability for, such indebtedness, and (ii) if such indebtedness is a Guaranteed Debt and the Tax Protection Period shall not have expired, the Partnership shall comply with its covenants set forth in Article 3 below with respect to such Guaranteed Debt and the Partner Guarantors that are considered to have liability for such Guaranteed Debt (determined under Section 3.4 treating such events as a repayment of the Guaranteed Debt).

The taxes payable by any such Protected Partner shall equal the sum of the highest federal income tax rate applicable to such Protected Gain based upon its characterization in the year of disposition plus

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the highest income rates, if any, which such Protected Gain is subject to in the hands of such Protected Partner, times such Protected Partner’s share of such Protected Gain.

ARTICLE 3

ALLOCATION OF LIABILITIES;

GUARANTEE OPPORTUNITY

3.1 Minimum Liability Allocation . During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity to enter into Qualified Guarantees of Qualified Guarantee Indebtedness in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).

3.2 Qualified Guarantee Indebtedness and Qualified Guarantee; Treatment of Qualified Guarantee Indebtedness as Guaranteed Debt . In order for an offer by the Partnership of an opportunity to guarantee indebtedness to satisfy the requirements of this Article 3, (i) the indebtedness to be guaranteed must satisfy all of the conditions set forth in this Section 3.2 (indebtedness satisfying all such conditions is referred to as “Qualified Guarantee Indebtedness”); (ii) the guarantee by the Partner Guarantors must be pursuant to a Guarantee Agreement substantially in the form attached hereto as Schedule 3.7 that satisfies the conditions set forth in Sections 3.2(a) and (c) (a “Qualified Guarantee”); (iii) the amount of debt required to be guaranteed by the Partner Guarantor must not exceed the portion of the Guaranteed Amount for which a replacement guarantee is being offered; and (iv) the debt to be guaranteed must be considered indebtedness of the Partnership for purposes of determining the adjusted tax basis of the interests of partners in the Partnership in their partnership interests. If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt and subject to all of this Article 3. The conditions that must be satisfied at all times with respect to any additional or replacement Guaranteed Debt offered pursuant to this Article 3 hereof and the guarantees with respect thereto are as follows:

(a) each such guarantee shall be a “bottom dollar guarantee” in that the lender for the Guaranteed Debt is required to pursue all other collateral and security for the Guaranteed Debt (other than any “bottom dollar guarantees” permitted pursuant to this clause (i) and/or Section 3.3 below) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantee only if, and solely to the extent that, the total amount recovered by the lender with respect to the Guaranteed Debt after the lender has exhausted its remedies as set forth above is less than the aggregate of the Guaranteed Amounts with respect to such Guaranteed Debt (plus the aggregate amounts of any other guarantees (x) that are in effect with respect to such Guaranteed Debt at the time the guarantees pursuant to this Article 3 are entered into, or (y) that are entered into after the date the guarantees pursuant to this Article 3 are entered into with respect to such Guaranteed Debt and that comply with Section 3.5 below, but only to the extent that, in either case, such guarantees are “bottom dollar guarantees” with respect to the Guaranteed Debt), and the maximum aggregate liability of each Partner Guarantor for all Guaranteed Debt shall be limited to the amount actually guaranteed by such Partner Guarantor;

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(b) the fair market value of the collateral against which the lender has recourse pursuant to the Guaranteed Debt, determined as of the time the guarantee is entered into (an independent appraisal relied upon by the lender in making the loan shall be conclusive evidence of such fair market value when the guarantee is being entered into in connection with the closing of such loan), shall not be less than 150% of the sum of (1) the aggregate of the Guaranteed Amounts with respect to such Guaranteed Debt, plus (2) the dollar amount of any other indebtedness that is senior to or pari passu with the Guaranteed Debt and as to which the lender thereunder has recourse against property that is collateral of the Guaranteed Debt, plus (3) the aggregate amounts of any other guarantees that are in effect with respect to such Guaranteed Debt at the time the guarantees pursuant to this Article 3 are entered into with respect to such Guaranteed Debt and that comply with Section 3.2(e) below, but only to the extent that such guarantees are “bottom dollar guarantees” with respect to the Guaranteed Debt);

(c) (1) the executed guarantee must be delivered to the lender and (2) the execution of the guarantee by the Partner Guarantors must be acknowledged by the lender as an inducement to it to make a new loan, to continue an existing loan (which continuation is not otherwise required), or to grant a material consent under an existing loan (which consent is not otherwise required to be granted) or, alternatively, the guarantee otherwise must be enforceable under the laws of the state governing the loan and in which the property securing the loan is located or in which the lender has a significant place of business (with any bona fide branch or office of the lender through which the loan is made, negotiated, or administered being deemed a “significant place of business” for the purposes hereof);

(d) as to each Partner Guarantor that is executing a guarantee pursuant to this Agreement, there must be no other Person that would be considered to “bear the economic risk of loss,” within the meaning of Treasury Regulation § 1.752-2, or would be considered to be “at risk” for purposes of Section 465(b) with respect to that portion of such debt for which such Partner Guarantor is being made liable for purposes of satisfying the Partnership’s obligations to such Partner Guarantor under this Article 3;

(e) the aggregate Guaranteed Amounts with respect to the Guaranteed Debt will not exceed 25% of the amount of the Guaranteed Debt outstanding at the time the guarantee is executed. Except for guarantees already in place at the time a guarantee opportunity is presented to the Protected Partners, at no time can there be guarantees with respect to the Guaranteed Debt that are provided by other persons that are “pari passu” with or at a lower level of risk than the guarantees provided by the Protected Partners. If there are guarantees already in place at the time a guarantee opportunity is presented to the Protected Partners that are “pari passu” with or at a lower level of risk than the guarantees provided by the Protected Partners, then the amount of Guaranteed Debt subject to such existing guarantees shall be added to the Guaranteed Amount for purposes of calculating the 25% limitation set forth in this Section 3.2(e); and

(f) the obligor with respect to the Guaranteed Debt is the Partnership or an entity which is and will continue to be under the legal control of the Partnership (which shall include a partnership or limited liability company in which the Partnership or a wholly-owned subsidiary of the Partnership is the sole managing general partner or sole managing member, as applicable).

3.3 Covenant With Respect to Guaranteed Debt Collateral . The Partnership covenants with the Partner Guarantors with respect to the Guaranteed Debt that (i) it will comply with the requirements set forth in Section 2.2(b) upon any disposition of any collateral for a Guaranteed Debt, whether during or following the Guarantee Protection Period, and (ii) it will not at any time, whether during or following the Guarantee Protection Period, pledge the collateral with respect to a Guaranteed Debt to secure any other indebtedness (unless such other indebtedness is, by its terms, subordinate in all

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respects to the Guaranteed Debt for which such collateral is security) or otherwise voluntarily dispose of or reduce the amount of such collateral unless either (A) after giving effect thereto the conditions in Section 3.2(b) would continue to be satisfied with respect to the Guaranteed Debt and the Guaranteed Debt otherwise would continue to be Qualified Guarantee Indebtedness, or (B) the Partnership (x) obtains from the lender with respect to the original Guaranteed Debt a full and complete release of any Partner Guarantor unless the Partner Guarantor expressly requests that it not be released, and (y) if the Tax Protection Period has not expired, offers to each Partner Guarantor with respect to such original Guaranteed Debt, not less than 30 days prior to such pledge or disposition, the opportunity to enter into a Qualified Guarantee of other the Partnership indebtedness that constitutes Qualified Guarantee Indebtedness (with such replacement indebtedness thereafter being considered a Guaranteed Debt and subject to this Article 3) in an amount equal to the amount of such original Guaranteed Debt that was guaranteed by such Partner Guarantor.

3.4 Repayment or Refinancing of Guaranteed Debt . The Partnership shall not, at any time during the Tax Protection Period applicable to a Partner Guarantor, repay or refinance all or any portion of any Guaranteed Debt unless (i) after taking into account such repayment, each Partner Guarantor would be entitled to include in its basis for its Units an amount of Guaranteed Debt equal to its Minimum Liability Amount, or (ii) alternatively, the Partnership, not less than 30 days prior to such repayment or refinancing, offers to the applicable Partner Guarantors the opportunity to enter into a Qualified Guarantee with respect to other Qualified Guarantee Indebtedness in an amount the Partner would be entitled to include in its adjusted tax basis of its Units equal to the Minimum Liability Amount for such Partner Guarantor.

3.5 Limitation on Additional Guarantees With Respect to Debt Secured by Collateral for Guaranteed Debt . The Partnership shall not offer the opportunity or make available to any person or entity other than a Protected Partner a guarantee of any Guaranteed Debt or other debt that is secured, directly or indirectly, by any collateral for Guaranteed Debt unless (i) such debt by its terms is subordinate in all respects to the Guaranteed Debt or, if such other guarantees are of the Guaranteed Debt itself, such guarantees by their terms must be paid in full before the lender can have recourse to the Partner Guarantors (i.e., the first dollar amount of recovery by the applicable lenders must be applied to the Guaranteed Amount); provided that the foregoing shall not apply with respect to additional guarantees of Guaranteed Debt so long as the conditions set forth in Sections 3.2(b) and (e) would be satisfied immediately after the implementation of such additional guarantee (determined in the case of Section 3.2(b), based upon the fair market value of the collateral for such Guaranteed Debt at the time the additional guarantee is entered into and adding the amount of such additional guarantee(s) to the sum of the applicable Guaranteed Amounts plus any other preexisting “bottom dollar guarantee” previously permitted pursuant to this Section 3.5 or Sections 3.2(a) and (b) above, for purposes of making the computation provided for in Section 3.2(b)), and (ii) such other guarantees do not have the effect of reducing the amount of the Guaranteed Debt that is includible by any Partner Guarantor in its adjusted tax basis for its Units pursuant to Treasury Regulation § 1.752-2.

3.6 Process . Whenever the Partnership is required under this Article 3 to offer to one or more of the Partner Guarantors an opportunity to guarantee Qualified Guarantee Indebtedness, the Partnership shall be considered to have satisfied its obligation if the other conditions in this Article 3 are satisfied and, not less than thirty (30) days prior to the date that such guarantee would be required to be executed in order to satisfy this Article 3, the Partnership sends by first class mail, return receipt requested, to the last known address of each such Partner Guarantor (as reflected in the records of the Partnership) the Guarantee Agreement to be executed (which in the case of Guarantee Agreement shall be substantially in the form of Schedule 3.7 hereto, with such changes thereto as are necessary to reflect the relevant facts) and a brief letter explaining the relevant circumstances (including, as applicable, that the

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offer is being made pursuant to this Article 3, the circumstances giving rise to the offer, a brief summary of the terms of the Qualified Guarantee Indebtedness to be guaranteed, a brief description of the collateral for the Qualified Guarantee Indebtedness, a statement of the amount to be guaranteed, the address to which the executed Guarantee Agreement must be sent and the date by which it must be received, and a statement to the effect that, if the Protected Partner fails to execute and return such Agreement within the time period specified, the Partner Guarantor thereafter would lose its rights under this Article 3 with respect to the amount of debt that the Partnership is required to offer to be guaranteed, and depending upon the Partner Guarantor’s circumstances and other circumstances related to the Partnership, the Partner Guarantor could be required to recognize taxable gain as a result thereof, either currently or prior to the expiration of the Tax Protection Period, that otherwise would have been deferred). If a notice is properly sent in accordance with this procedure, the Partnership shall have not responsibility as a result of the failure of a Partner Guarantor either to receive such notice or to respond thereto within the specified time period.

3.7 Presumption as to Schedule 3.7 . The form of the Guarantee Agreement attached hereto as Schedule 3.7 shall be conclusively presumed to satisfy the conditions set forth in Section 3.2(a) and to have caused the Guaranteed Debt to be considered allocable to the Guarantor Partner who enters into such Guarantee Agreement pursuant to Treasury Regulation § 1.752-2 and Section 465 of the Code so long as all of the following conditions are met with respect such Guaranteed Debt:

(a) there are no other guarantees in effect with respect to such Guaranteed Debt (other than the guarantees contemporaneously being entered into by the Partner Guarantors pursuant to this Article 3);

(b) the collateral securing such Guaranteed Debt is not, and shall not thereafter become, collateral for any other indebtedness that is senior to or pari passu with such Guaranteed Debt;

(c) no additional guarantees with respect to such Guaranteed Debt will be entered into during the applicable Tax Protection Period pursuant to the proviso set forth in Section 3.3;

(d) the lender with respect to such Guaranteed Debt is not the Partnership, any Subsidiary or other entity in which the Partnership owns a direct or indirect interest, the REIT, any other partner in the Partnership, or any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 or any person that would be considered a “related party” as determined for purposes of Section 465 of the Code; and

(e) none of the REIT, nor any other partner in the Partnership, nor any person related to any partner in the Partnership as determined for purposes of Treasury Regulation § 1.752-2 shall have provided, or shall thereafter provide, collateral for, or otherwise shall have entered into, or shall thereafter enter into, a relationship that would cause such person or entity to be considered to bear the risk of loss with respect to such Guaranteed Debt, as determined for purposes of Treasury Regulation § 1.752-2 or that would cause such entity to be considered “at risk” with respect to such Guaranteed Debt, as determined for purposes of Section 465 of the Code.

ARTICLE 4

REMEDIES FOR BREACH

4.1 Monetary Damages . In the event that the Partnership breaches its obligations set forth in Article 2, Article 3, or Article 6 with respect to a Protected Partner, the Protected Partner’s sole right

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shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to:

(a) in the case of a violation of Articles 3 or 6, the aggregate federal, state and local income taxes incurred by the Protected Partner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner with respect to its Units by reason of such breach; and

(b) in the case of a violation of Article 2, the aggregate federal state, and local income taxes incurred with respect the Protected Gain incurred with respect to the Protected Property that is allocable to such Protected Partner under the Partnership Agreement;

plus in the case of either (a) or (b), an amount equal to the aggregate federal, state, and local income taxes payable by the Protected Partner as a result of the receipt of any payment required under this Section 4.1.

For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner, (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner’s taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner to offset other income, gain or taxes of the Protected Partner, either in the current year, in earlier years, or in later years.

4.2 Process for Determining Damages . If the Partnership has breached or violated any of the covenants set forth in Article 2, Article 3 or Article 6 (or a Protected Partner asserts that the Partnership has breached or violated any of the covenants set forth in Article 2, Article 3 or Article 6), the Partnership and the Protected Partner agree to negotiate in good faith to resolve any disagreements regarding any such breach or violation and the amount of damages, if any, payable to such Protected Partner under Section 4.1 (and to the extent applicable, Section 4.4). If any such disagreement cannot be resolved by the Partnership and such Protected Partner within sixty (60) days after the receipt of notice from the Partnership of such breach and the amount of income to be recognized by reason thereof, the Partnership and the Protected Partner shall jointly retain a nationally recognized independent public accounting firm (an “Accounting Firm”) to act as an arbitrator to resolve as expeditiously as possible all points of any such disagreement (including, without limitation, whether a breach of any of the covenants set forth Article 2, Article 3, Article 6 or Article 7 has occurred and, if so, the amount of damages to which the Protected Partner is entitled as a result thereof, determined as set forth in Section 4.1 (and to the extent applicable, Section 4.4). All determinations made by the Accounting Firm with respect to the resolution of any breach or violation of any of the covenants set forth in Article 2, Article 3 or Article 6 and the amount of damages payable to the Protected Partner under Section 4.1 (and to the extent applicable, Section 4.4) shall be final, conclusive and binding on the Partnership and the Protected Partner. The fees and expenses of any Accounting Firm incurred in connection with any such determination shall be shared equally by the Partnership and the Protected Partner; provided, however, that (i) if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than ten percent (10%) higher than the amount proposed by the Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Partnership, and (ii) if the amount determined by the Accounting Firm to be owed by the Partnership to the Protected Partner is more than ten percent (10%) less than the amount proposed by the

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Partnership to be owed to such Protected Partner prior to the submission of the matter to the Accounting Firm, then all of the fees and expenses of any Accounting Firm incurred in connection with any such determination shall be paid by the Protected Partner.

4.3 Required Notices; Time for Payment . In the event that there has been a breach of Article 2, Article 3 or Article 6, the Partnership shall provide to the Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Schedule K-1’s to the Partnership’s federal income tax return as required in accordance with Section 7.4 below. All payments required under this Article 4 to any Protected Partner shall be made to such Protected Partner on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Partnership shall make a payment to the Protected Partner on or before the due date for such estimated tax payment and such payment from the partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner at such time. In the event of a payment required after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.

4.4 Additional Damages for Breaches of Section 2.2(b) and/or Section 3.3 . Notwithstanding any of the foregoing in this Article 4, in the event that the Partnership should breach any of its covenants set forth in Section 2.2(b) and/or Section 3.3 and a Protected Partner is required to make a payment in respect of such indebtedness that it would not have had to make if such breach had not occurred (an “Excess Payment”), then, in addition to the damages provided for in the other Sections of this Article 4, the Partnership shall pay to such Protected Partner an amount equal to the sum of (i) the Excess Payment plus (ii) the aggregate federal, state and local income taxes, if any, computed or set forth in Section 4.1, required to be paid by such Protected Partner by reason of Section 4.4 becoming operative (for example, because the breach by the Partnership and this Section 4.4 caused all or any portion of the indebtedness in question no longer to be considered debt includible in basis by the affected Protected Partner pursuant to Treasury Regulations § 1.752-2(a)), plus (iii) an amount equal to the aggregate federal, state and local income taxes required to be paid by the Protected Partner (computed as set forth in Section 4.1) as a result of any payment required under this Section 4.4.

ARTICLE 5

SECTION 704(C) METHOD AND ALLOCATIONS

Notwithstanding any provision of the Partnership Agreement, the Partnership shall use the “traditional method” under Regulations § 1.704-3(b) for purposes of making all allocations under Section 704(c) of the Code (with no “curative allocations” to offset the effects of the “ceiling rule,” including upon any sale of a Protected Property).

ARTICLE 6

ALLOCATIONS OF LIABILITIES

PURSUANT TO REGULATIONS UNDER SECTION 752

6.1 Allocation Methods to be Followed . Except as provided in Section 6.2, all tax returns prepared by the Partnership with respect to the Protected Period (and to the extent arrangements have been entered into pursuant to Section 3.9, for so long thereafter as such arrangements are in effect) that allocate liabilities of the Partnership for purposes of Section 752 and the Treasury Regulations thereunder

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shall treat each Partner Guarantor as being allocated for federal income tax purposes an amount of recourse debt (in addition to any nonrecourse debt otherwise allocable to such Partner Guarantor in accordance with the Partnership Agreement and Treasury Regulations § 1.752-3 and any other recourse liabilities allocable to such Partner Guarantor by reason of guarantees of indebtedness entered into pursuant other agreements with the Partnership) pursuant to Treasury Regulation § 1.752-2 equal to such Partner Guarantor’s Minimum Liability Amount, as set forth on Schedule 3.1 hereto and as may be reduced pursuant to the terms of this Agreement, and the Partnership and the REIT shall not, during or with respect to the Protected Period, take any contrary or inconsistent position in any federal or state income tax returns (including, without limitation, information returns, such as Forms K-1, provided to partners in the Partnership and returns of Subsidiaries of the Partnership) or any dealings involving the Internal Revenue Service (including, without limitation, any audit, administrative appeal or any judicial proceeding involving the income tax returns of the Partnership or the tax treatment of any holder of partnership interests the Partnership).

6.2 Exception to Required Allocation Method . Notwithstanding the provisions of this Agreement, the Partnership shall not be required to make allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement if and to the extent that the Partnership determines in good faith that there may not be “substantial authority” (within the meaning of Section 6662(d)(2)(B)(i)) of the Code for such allocation; provided that the Partnership shall provide to each Protected Partner (or in the event of their death or disability, their executor, guardian or custodian, as applicable), notice of such determination and if, within forty-five (45) days after the receipt thereof, the Partnership is provided an opinion of a law firm recognized as expert in such matters or a nationally recognized public accounting firm to the effect that there is “substantial authority” (within the meaning of Section 6662(d)(2)(B)(i) of the Code) for such allocations, the Partnership shall continue to make allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement; provided further that if there shall have been a judicial determination in a proceeding to which the Partnership is a party and as to which the general partner(s) has(ve) been allowed to participate as and to the extent contemplated in Article 7 to the effect that such allocations are not correct, Section 6.1 shall not apply unless the matter is being appealed to an applicable court of appeals, the requirements of Section 9.10 shall have been satisfied in connection therewith, and the opinion described above from counsel or accountants engaged by a Protected Partner shall have been provided, except that such opinion shall be to the effect that it is more likely than not that such allocations will be respected. In no event shall this Section 6.2 be construed to relieve the Partnership for liability arising from a failure by the Partnership to comply with one or more of the provisions of Article 3 of this Agreement.

6.3 Cooperation in the Event of a Change . If a change in the Partnership’s allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners is required by reason of circumstances described in Section 6.2, the Partnership and its professional tax advisors shall cooperate in good faith with each Protected Partner (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the Protected Partners in the manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement.

ARTICLE 7

TAX PROCEEDINGS

7.1 Notice of Tax Audits . If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made with respect to taxes against the Protected Partners or the

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Partnership the calculation of which involves a matter covered in this Agreement that could result in tax liability to a Protected Partner (“Tax Claim”) or if the REIT or the Partnership receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding (“Tax Proceeding”) involving the Protected Partners or the Partnership or that otherwise could involve a matter covered in this Agreement and could directly or indirectly affect the Protected Partners (adversely or otherwise), then the REIT or the Partnership, as applicable shall promptly notify the Protected Partners of such Tax Claim or Tax Proceeding.

7.2 Control of Tax Proceedings . The REIT, as the general partner of the Partnership, shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that the REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding that could result in tax liability to a Protected Partner without the prior written consent of the Protected Partners (unless, and only to the extent, that any taxes required to be paid by the Protected Partners as a result thereof would be required to be reimbursed by the Partnership and the REIT under Article 4 and the Partnership and the REIT agree in connection with such settlement or consent, to make such required payments); provided further that the Partnership shall keep the Protected Partners duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the Protected Partners and that the Protected Partners shall have the right to review and comment on any and all submissions made to the to Internal Revenue Service (“IRS”), a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that the Partnership will consider such comments in good faith.

7.3 Timing of Tax Returns; Periodic Tax Information . The Partnership shall cause to be delivered to each Protected Partner, as soon as practicable each year, the Schedules K-1 that the Partnership is required to deliver to such Protected Partners with respect to the prior taxable year. In addition, the Partnership agrees to provide to the Protected Partners, upon request, an estimate of the taxable income expected to be allocable for a specified taxable year from the Partnership to each Protected Partner and the entities that they control, provided that such estimates shall not be required to be provided more frequently than once each calendar quarter.

ARTICLE 8

AMENDMENT OF THIS AGREEMENT; WAIVER OF CERTAIN PROVISIONS;

APPROVAL OF CERTAIN TRANSACTIONS

8.1 Amendment . This Agreement may not be amended, directly or indirectly (including by reason of a merger between the Partnership and another entity) except by a written instrument signed by both the REIT, as general partner of the Partnership, and each of the Protected Partners.

8.2 Waiver . Notwithstanding the foregoing, upon written request by the Partnership, each Protected Partner, in its sole discretion, may waive the payment of any damages that is otherwise payable to such Protected Partner pursuant to Article 4 hereof. Such a waiver shall be effective only if obtained in writing from the affected Protected Partner.

ARTICLE 9

MISCELLANEOUS

9.1 Additional Actions and Documents . Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver, and file or cause to be executed, delivered and filed such further documents, and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

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9.2 Assignment . No party hereto shall assign its or his rights or obligations under this Agreement, in whole or in part, except by operation of law, without the prior written consent of the other parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect.

9.3 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the Protected Partners and their respective successors and permitted assigns, whether so expressed or not. This Agreement shall be binding upon the REIT, the Partnership, and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either the REIT or the Partnership (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of the REIT and the Partnership hereunder. The REIT and the Partnership covenant with and for the benefit of the Protected Partners not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has acknowledged in writing and agreed in writing to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

9.4 Modification; Waiver . No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

9.5 Representations and Warranties Regarding Authority; Noncontravention .

(a) Representations and Warranties of the REIT and the Partnership . Each of the REIT and the Partnership has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement by each of the REIT and the Partnership and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the REIT and the Partnership. This Agreement has been duly executed and delivered by each of the REIT and the Partnership and constitutes a valid and binding obligation of each of the REIT and the Partnership, enforceable against each of the REIT and the Partnership in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy or insolvency laws (or other laws affecting creditors’ rights generally) or (ii) general principles of equity. The execution and delivery of this Agreement by each of the REIT and the Partnership do not, and the performance by each of its respective obligations hereunder will not, conflict with, or result in any violation of (x) the Partnership Agreement or (y) any other agreement applicable to the REIT and/or the Partnership, other than, in the case of clause (y), any such conflicts or violations that would not materially adversely affect the performance by the Partnership and the REIT of their obligations hereunder.

(b) Representations and Warranties of the Protected Partners . Each of the Protected Partners has the requisite corporate or other (as the case may be) power and authority to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this

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Agreement by each of the Protected Partners and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of the Protected Partners. This Agreement has been duly executed and delivered by each of the Protected Partners and constitutes a valid and binding obligation of each of the Protected Partners.

9.6 Captions . The Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

9.7 Notices . All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the telecopier number specified below:

The GC Net Lease REIT, Inc.

Suite 3321

2121 Rosecrans Avenue

El Segundo, California 90245

Attention: Kevin Shields

Facsimile: (310) 606-5910

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent, mailed, telecopied or telexed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or (with respect to a telecopy or telex) the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

9.8 Counterparts . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

9.9 Governing Law . The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of California, without regard to the choice of law provisions thereof.

9.10 Consent to Jurisdiction; Enforceability .

(a) This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of the State of California. For such purpose, each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of such courts and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts.

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(b) Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified above in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

9.11 Severability . If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

9.12 Costs of Disputes . Except as otherwise expressly set forth in this Agreement, the nonprevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the prevailing party or parties in connection with resolving such dispute.

[signature pages to follow]

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IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement, or caused the Agreement to be duly executed and delivered on its behalf, as of the date first set forth above.

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Exhibit 10.5

CREDIT AGREEMENT

dated as of

June 4, 2010

among

THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P.

AND CERTAIN AFFILIATED ENTITIES, collectively as Borrower

and

The Lenders Party Hereto

and

KEYBANK, NATIONAL ASSOCIATION,

as Administrative Agent

KEYBANC CAPITAL MARKETS,

AS LEAD BOOKRUNNER AND LEAD ARRANGER

TABLE OF CONTENTS

i

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CREDIT AGREEMENT (“Agreement”) dated as of

June 4, 2010, among

THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P.

AND CERTAIN AFFILIATED ENTITIES, collectively as Borrower,

the LENDERS party hereto,

KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent,

and

KEYBANC CAPITAL MARKETS, as Lead Bookrunner and Lead Arranger

ARTICLE I

Definitions

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Adjusted EBITDA ” means, for a given testing period, EBITDA less the Capital Expenditure Reserve.

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next  ¹ / 100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means KeyBank, National Association, in its capacity as administrative agent for the Lenders hereunder.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, and (c) the then applicable Adjusted LIBO Rate for one month interest periods, plus 1.00% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Credit Exposure most recently in effect, giving effect to any assignments.

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“ Applicable Rate ” means, for any day, with respect to any ABR Loan or Eurodollar Revolving Loan, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread”:

“ Appraisal ” (whether one or more) means a written appraisal of the Mortgaged Properties by an MAI appraiser satisfactory to the Administrative Agent. Each Appraisal must comply with all Legal Requirements and, unless specifically provided to the contrary in this Agreement, must be in form and substance satisfactory to the Administrative Agent.

“ Appraised Value ” means the “as is” value of Real Property, as set forth in the Appraisal for such Real Property. For a Mortgaged Property whereby an existing lease is being amended to extend the term of such lease or expand the premises covered by such lease pursuant to an Approved Lease, Appraised Value shall be the hypothetical or stabilized value, as set forth in the Appraisal for such Mortgaged Property, provided however, that such Appraisal shall reflect the terms of such Approved Lease in all material respects, as approved by the Administrative Agent.

“ Approved Fund ” has the meaning set forth in Section 9.04(b) .

“ Approved Lease ” has the meaning set forth in Section 6.11 .

“ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04 ), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Availability Period ” means the period from and including the Effective Date to but excluding the Maturity Date.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means, collectively, The GC Net Lease REIT Operating Partnership, L.P., a Delaware limited partnership, Will Partners REIT, LLC, a Delaware limited liability company, and any other Person who from time to time becomes a “Borrower” as required by Section 5.12 .

“ Borrowing ” means Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Base Availability ” means, as adjusted from time to time pursuant to the terms hereof, the aggregate of the following: the lesser of (a) sixty-five percent (65%) of the Pool Value; or (b) the loan amount which would produce a Debt Yield of no less than thirteen percent (13%).

“ Borrowing Base Certificate ” has the meaning set forth in Section 5.01(d) hereof and a form of which is attached hereto as Exhibit G .

“ Borrowing Request ” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03 .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York, New York are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

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“ Capital Expenditure Reserve ” means, on an annual basis, an amount equal to $0.25 per square foot for each office or educational property owned by a Borrower or the Parent (or a Subsidiary thereof) and $0.10 per square foot for each warehouse, industrial or distribution property owned by a Borrower or the Parent (or a Subsidiary thereof), with such required Capital Expenditure Reserve being pro-rated based on the applicable proportionate uses for any mixed use property (unless the mixed use is de minimus).

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of shares representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Parent; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the Parent by any Person or group; or (d) the replacement, removal or resignation of Griffin Capital Corporation or an Affiliate thereof as asset manager and advisor to the Borrower and the Parent.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement by any Governmental Authority, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.14(b) , by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means all property, tangible or intangible, real, personal or mixed, now or hereafter subject to the liens and security interests of the Loan Documents, or intended so to be, which Collateral shall secure the Obligations and the Hedging Obligations on a pari passu basis.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 . The initial amount of each Lender’s Commitment is set forth on Schedule 2.01 , or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $25,000,000.00.

“ Compliance Certificate ” has the meaning set forth in Section 5.01(d) hereof and a form of which is attached hereto as Exhibit B .

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, which includes the customary powers of a managing member of any limited liability company, any general partner of any limited partnership, or any board of directors of a corporation. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“Cost” means (a) acquisitions costs or (b) in the case of a Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, the sum of acquisition costs plus costs incurred to complete such expansion, as approved by the Administrative Agent.

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“ Cost To Repair ” has the meaning set forth in Section 5.06(d).

“ Credit Party ” means each Borrower and each Guarantor.

“ Current Survey ” shall mean the boundary survey of each of the Mortgaged Properties that is more particularly described on Schedule 1.01 hereto.

“ Debt Yield ” shall mean as the Net Operating Income for each Mortgaged Property in the Pool as of the end of a given quarter divided by the outstanding principal balance of the Loans as of the end of such quarter (or other date of determination).

“ Deed of Trust ” (whether one or more) means a deed of trust and security agreement, a mortgage and security agreement, or a security deed and security agreement covering the Mortgaged Properties.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Delinquent Lender ” means any Lender that shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loans, expenses or setoff and such failure is not cured within five (5) days of receipt from the Administrative Agent of written notice thereof.

“ Dollars ” or “ $ ” refers to lawful money of the United States of America.

“ EBITDA ” means an amount derived from (a) net income (after giving effect to the elimination of straight line rents), plus (b) to the extent included in the determination of net income, depreciation, amortization, interest expense and income taxes, plus (c) to the extent expressly subordinated to the Loans, asset management fees, plus or minus (d) to the extent included in the determination of net income, any extraordinary losses or gains resulting from sales or payment of Indebtedness, in each case, as determined on a consolidated basis in accordance with GAAP, and including (without duplication) the Equity Percentage of EBITDA for the Borrower’s Unconsolidated Affiliates.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02 ).

“ Environmental Assessment ” shall mean a written assessment and report approved by the Administrative Agent as to the status of any Mortgaged Properties regarding compliance with any Legal Requirements related to environmental matters and accompanied by a reliance letter satisfactory to the Administrative Agent. Each Environmental Assessment must comply with all Legal Requirements.

“ Environmental Claim ” means any notice of violation, action, claim, Environmental Lien, demand, abatement or other order or direction (conditional or otherwise) by any Governmental Authority or any other Person for personal injury (including sickness, disease or death), tangible or intangible property damage, damage to the environment, nuisance, pollution, contamination or other adverse effects on the environment, or for fines, penalties or restriction, resulting from or based upon (i) the existence, or the continuation of the existence, of a Release (including, without limitation, sudden or non-sudden accidental or non-accidental Releases) of, or exposure to, any Hazardous Material, or other Release in, into or onto the environment (including, without limitation, the air, soil, surface water or groundwater) at, in, by, from or related to any property owned, operated or leased by the Borrower or any of its Subsidiaries or any activities or operations thereof; (ii) the environmental aspects of the transportation, storage, treatment or disposal of Hazardous Materials in connection with any property owned, operated or leased by the Borrower or any of its Subsidiaries or their operations or facilities; or (iii) the violation, or alleged violation, of any Environmental Laws or Environmental Permits of or from any Governmental Authority relating to environmental matters connected with any property owned, leased or operated by the Borrower or any of its Subsidiaries.

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“ Environmental Indemnity ” means, collectively, each Environmental Risk Agreement of even date herewith executed by the Borrower and Guarantor and delivered to the Administrative Agent, together with each Environmental Risk Agreement hereafter executed with respect to any of the Mortgaged Properties.

“ Environmental Laws ” means all applicable laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters and includes (without limitation) the Comprehensive Environmental Response, Compensation, and Liability Act (“ CERCLA” ), 42 U.S.C. § 9601 et seq ., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq ., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq ., the Resource Conservation and Recovery Act (“ RCRA” ), 42 U.S.C. § 6901 et seq ., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq ., the Clean Air Act, 42 U.S.C. §7401 et seq ., the Clean Water Act, 33 U.S.C. § 1251 et seq ., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq ., (to the extent the same relates to any Hazardous Materials), and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq ., as such laws have been amended or supplemented, and the regulations promulgated pursuant thereto, and all analogous state and local statutes.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) exposure to any Hazardous Materials in violation of any Environmental Law, (c) the Release or threatened Release of any Hazardous Materials into the environment in violation of any Environmental Law or (d) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Lien ” means any lien in favor of any Governmental Authority arising under any Environmental Law.

“ Environmental Permit ” means any permit required under any applicable Environmental Law or under any and all supporting documents associated therewith.

“ Equity Percentage ” means the aggregate ownership percentage of Borrower in each Unconsolidated Affiliate, which shall be calculated as the greater of (a) Borrower’s nominal capital ownership interest in the Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate’s organizational documents, and (b) Borrower’s economic ownership interest in the Unconsolidated Affiliate, reflecting Borrower’s share of income and expenses of the Unconsolidated Affiliate.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate

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of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Eurodollar ,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Article VII .

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b) ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.16(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.16(a) .

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next  ¹ / 100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Financial Officer ” means the chief financial officer or the chief accounting officer of the Parent.

“ Financing Statements ” means all such Uniform Commercial Code financing statements as the Administrative Agent shall require, duly authorized by the Borrower to give notice of and to perfect or continue perfection of the Lenders’ security interest in all Collateral.

“ Fixed Charge Coverage Ratio ” shall mean the ratio of (a) the sum of the Parent’s Adjusted EBITDA and the Borrower’s Adjusted EBITDA for the immediately preceding calendar quarter; to (b) all of the scheduled principal due and payable (excluding principal due at maturity) and principal paid on the Parent’s Indebtedness and on the Borrower’s Indebtedness (including scheduled payments on Capital Lease Obligations), plus all of the Parent’s and the Borrower’s Interest Expense, plus the aggregate of all cash dividends payable on the preferred stock of the Parent or any of its Subsidiaries, in each case for the period used to calculate Adjusted EBITDA, all of the foregoing calculated without duplication.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is organized. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ GAAP ” means generally accepted accounting principles in the United States of America, subject to the provisions of Section 1.04 .

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guarantor ” means the Parent, and any other Person who from time to time has executed a Guaranty as required by the terms of this Agreement.

“ Guaranty ” means a guaranty in the form of Exhibit C attached hereto.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances or wastes, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law; provided, that Hazardous Materials shall not include any such substances or wastes utilized or maintained at the Real Property in the ordinary course of business and in accordance with all applicable Environmental Laws.

“ Hedging Agreement ” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“ Hedging Obligations ” means, with respect to the Parent, any Borrower or any Subsidiary of the Parent or a Borrower, any obligations arising under any Hedging Agreement entered into with the Administrative Agent.

“ Historical Value ” shall mean the allocated purchase price (as reasonably approved by Administrative Agent for any multi-property acquisition) of Real Property (including improvements) and Transaction Costs, in accordance with GAAP, plus the cost of subsequent capital improvements completed as required under a lease or lease amendment (including construction costs for property under construction or development) made by the Borrower, less any provision for losses, all determined in accordance with GAAP. If the Real Property is purchased as a part of a group of properties, the Historical Value shall be calculated based upon a pro rata allocation of the aggregate purchase price by the Borrower based on the Appraised Value.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, including mandatorily redeemable preferred stock, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all obligations contingent or otherwise, of such Person with respect to any Hedging Agreements (calculated on a mark-to-market basis as of the reporting date), and (l) payments received in consideration of sale of an ownership interest in Borrower when the interest so sold is determined, and the date of delivery is, more than one (1) month after receipt of such payment and

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only to the extent that the obligation to deliver such interest is not payable solely in such interest of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Indebtedness shall be calculated on a consolidated basis in accordance with GAAP, and including (without duplication) the Equity Percentage of Indebtedness for the Borrower’s Unconsolidated Affiliates.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Interest Coverage Ratio ” shall mean the ratio of (a) the sum of the Parent’s Adjusted EBITDA and the Borrower’s Adjusted EBITDA for the immediately preceding calendar quarter to (b) all Interest Expense of the Borrower and the Parent for such period.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07 .

“ Interest Expense ” shall mean all of a Person’s paid, accrued or capitalized interest expense on such Person’s Indebtedness (whether direct, indirect or contingent, and including, without limitation, interest on all convertible debt), and including (without duplication) the Equity Percentage of Interest Expense for the Borrower’s (or the Parent’s) Unconsolidated Affiliates.

“ Interest Payment Date ” means the first Business Day of each calendar month.

“ Interest Period ” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two or three months thereafter; provided , that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ KeyBank ” means KeyBank, National Association, in its individual capacity.

“ Lead Borrower ” means The GC Net Lease REIT Operating Partnership, L.P., a Delaware limited partnership.

“ Legal Requirement ” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the greater of (a) two percent (2%) per annum, or (b) a rate per annum equal to the rate for U.S. dollar deposits for the subject Interest Period as shown on Reuters LIBOR01 Page or any successor service in Dow Jones Markets (formerly Telerate Page 3750) as of 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided, however, that if such rate does not then appear on Reuters LIBOR01 Page or any successor service, the

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“ London Interbank Offered Rate ” applicable to a particular Interest Period shall mean a rate per annum equal to the rate at which U.S. dollar deposits in an amount approximately equal to the subject loan, and with maturities of equal to such Interest Period, are offered in immediately available funds in the London Interbank Market to the London office of the Administrative Agent by leading banks in the Eurodollar market at 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Lien ” means, with respect to an asset, (a) any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, negative pledge, collateral assignment, encumbrance, deposit arrangement, charge or security interest in, on or of such asset; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; (c) the filing under the Uniform Commercial Code or comparable law of any jurisdiction of any financing statement naming the owner of the asset to which such Lien relates as debtor; (d) any other preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or other obligation; and (e) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities, including any dividend reinvestment or redemption plans.

“ Liquidity ” means the sum of unencumbered cash and cash equivalents plus unrestricted available borrowing capacity under the Commitments (subject to Borrowing Base Availability calculation and compliance with all requirements of Section 5.02 ).

“ Loan Documents ” means this Agreement, the Notes, the Guaranty, the Deed of Trust, the Financing Statements, the Environmental Indemnity, the Subordination of Management Fees, and all other instruments, agreements and written obligations executed and delivered by any of the Credit Parties in connection with the transactions contemplated hereby.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“ Majority Lenders ” means, at any time, Lenders that are not Delinquent Lenders having Revolving Credit Exposures and unused Commitments representing in excess of fifty percent (50%) of the sum of the total Revolving Credit Exposures and unused Commitments (excluding the Revolving Credit Exposures and unused Commitments of such Delinquent Lenders) at such time.

“ Management Company ” means, collectively, The GC Net Lease REIT Property Management, LLC and/or The GC Net Lease REIT Advisor, LLC.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations, or condition, financial or otherwise, of (i) the Borrower and its Subsidiaries, other than owners of Mortgaged Properties, and the Guarantor, taken as a whole, or (ii) any owner of a Mortgaged Property, (b) the ability of any of the Credit Parties to perform their obligations under the Loan Documents or (c) the rights of or benefits available to the Administrative Agent or the Lenders under the Loan Documents.

“ Material Contract ” means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

“ Maturity Date ” means June 4, 2013.

“ Maximum Loan Available Amount ” means, on any date, an amount equal to the lesser of (a) the aggregate Commitments or (b) the aggregate Borrowing Base Availability.

“ Maximum Rate ” shall have the meaning set forth in Section 9.13 .

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“ Mortgaged Properties ” means the Real Property described on Schedule 5.12 attached hereto and together with any additional property, whether now existing or hereafter acquired, which is or is to become subject to the Liens of a Deed of Trust in accordance with this Agreement which shall meet each of the following criteria:

(a) such property is an office, industrial or warehouse/distribution property (or mixed use thereof), or such other use as the Majority Lenders may approve, located in the United States;

(b) such property is 100% leased to and occupied by a single-tenant user under a triple net or absolute triple net lease which provides no early lease termination or contraction options at tenant’s discretion unless otherwise approved by Majority Lenders;

(c) such property is free of any material environmental or structural defect unless otherwise approved by Majority Lenders;

(d) such property is insured in form and substance satisfactory to Administrative Agent;

(e) such property is (i) wholly owned 100% by a Borrower in fee or (ii) leased pursuant to a ground lease approved by the Administrative Agent; and

(f) such property has been approved for inclusion in the Pool by the Administrative Agent and the Majority Lenders in their sole discretion.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Operating Income ” shall mean, for any income producing operating Real Property, the difference between (a) any rentals, expense reimbursements and other income scheduled for and received from such property, but excluding any early lease termination penalties during the determination period, less (b) an amount equal to all costs and expenses (excluding Interest Expense, depreciation and amortization expense, and any expenditures that are capitalized in accordance with GAAP) incurred as a result of, or in connection with, or properly allocated to, the operation or leasing of such property during the determination period; provided, however, that the amount for the expenses for the management of a property included in clause (b)  above shall be set at the greater of actual of three percent (3%) of the amount provided in clause (a)  above, less (c) the Capital Expenditure Reserve. Net Operating Income shall be calculated based on the immediately preceding calendar quarter unless the Real Property has not been owned by the Borrower or its Subsidiaries for the entirety of such calendar quarter, in which event Net Operating Income shall be grossed up for such ownership period. Net Operating Income shall be calculated on a consolidated basis in accordance with GAAP but netting out non-cash operating items such as straight-line rents and above and below market lease assets and liabilities and other non-cash items, and the amortization of acquired in place lease valuations and including (without duplication) the Equity Percentage of Net Operating Income for the Borrower’s Unconsolidated Affiliates. For any non-wholly owned properties, Net Operating Income and Indebtedness shall be adjusted for Borrower’s pro rata share.

“ Note ” means a promissory note in the form attached hereto as Exhibit D payable to a Lender evidencing certain of the obligations of the Borrower to such Lender and executed by Borrower, as the same may be amended, supplemented, modified or restated from time to time; “ Notes ” means, collectively, all of such Notes outstanding at any given time.

“ Obligations ” means all liabilities, obligations, covenants and duties of any Credit Party to the Administrative Agent and/or any Lender arising under or otherwise with respect to any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or other insolvency proceeding naming such person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceedings.

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“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement, and not including the Excluded Taxes.

“ Parent ” means The GC Net Lease REIT, Inc., a Maryland corporation.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.05 ;

(b) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(c) deposits to secure the performance of bids, trade contracts, purchase, construction or sales contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(d) the Title Instruments, Liens and other matters described in the Title Insurance Policy;

(e) uniform commercial code protective filings with respect to personal property leased to the Borrower or any Subsidiary; and

(f) landlords’ liens for rent not yet due and payable;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness other than the Loans.

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having an investment grade credit rating on the date of acquisition;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 90 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) investments in Subsidiaries and Unconsolidated Affiliates made in accordance with this Agreement.

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“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Pool ” has the meaning set forth in Section 5.12 .

“ Pool Value ” means the lesser of (a) the aggregate Appraised Value of the Mortgaged Properties or (b) the aggregate Cost of the Mortgaged Properties. During the initial Term, Administrative Agent shall have the right to order updated appraisals of the Pool properties for the purpose of determining Pool Value no more frequently than once annually, and Administrative Agent shall have the right to order updated appraisals in connection with the Facility.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by KeyBank, National Association, as its prime rate in effect at its principal office in Cleveland, Ohio; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Real Property ” means, collectively, all interest in any land and improvements located thereon (including direct financing leases of land and improvements owned by a Credit Party), together with all equipment, furniture, materials, supplies and personal property now or hereafter located at or used in connection with the land and all appurtenances, additions, improvements, renewals, substitutions and replacements thereof now or hereafter acquired by a Credit Party.

“ Register ” has the meaning set forth in Section 9.04 .

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Release ” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the indoor or outdoor environment or into or out of any property in violation of applicable Environmental Laws.

“ Remedial Action ” means all actions, including without limitation any capital expenditures, required or necessary to (i) clean up, remove, treat or in any other way address any Hazardous Material; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material so it does not migrate or endanger public health or the environment; (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care; or (iv) bring facilities on any property owned or leased by the Borrower or any of its Subsidiaries into compliance with all Environmental Laws.

“ Required Lenders ” means, at any time, Lenders that are not Delinquent Lenders having Revolving Credit Exposures and unused Commitments representing at least 66-2/3% of the sum of the total Revolving Credit Exposures and unused Commitments (excluding the Revolving Credit Exposures and unused Commitments of such Delinquent Lenders) at such time.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any ownership interests in the Parent, Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such ownership interests in the Parent or Borrower or any option, warrant or other right to acquire any such shares of capital stock of the Parent or the Borrower.

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“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans.

“ Revolving Loan ” means a Loan made pursuant to Section 2.01 .

“ SNDA Agreement ” has the meaning set forth in Section 6.11(d) .

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Governmental Authority to which the Administrative Agent is subject, with respect to the Adjusted LIBO Rate, for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent.

“ Tangible Net Worth ” shall mean total assets (without deduction for accumulated depreciation) less (1) all intangible assets and (2) all liabilities (including contingent and indirect liabilities), all determined in accordance with GAAP. The term “intangibles” shall include, without limitation, (i) deferred charges such as straight-line rents and above and below market lease assets and liabilities and other non-cash items, and (ii) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like intangibles. The term “liabilities” shall include, without limitation, (i) Indebtedness secured by Liens on Property of the Person with respect to which Tangible Net Worth is being computed whether or not such Person is liable for the payment thereof, (ii) deferred liabilities, and (iii) Capital Lease Obligations. Tangible Net Worth shall be calculated on a consolidated basis in accordance with GAAP other than as provided herein.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Title Instruments ” means true and correct copies of all instruments of record in the Office of the County Clerk, the Real Property Records or of any other Governmental Authority affecting title to all or any part of the Mortgaged Properties, including but not limited to those (if any) which impose restrictive covenants, easements, rights-of-way or other encumbrances on all or any part of the Mortgaged Properties.

“ Title Insurance Policy ” means, collectively, the policies of title insurance in the aggregate face amounts equal to the aggregate Revolving Loan Commitment, issued in favor of the Administrative Agent by a title insurance company satisfactory to the Administrative Agent and insuring that title to the Mortgaged Properties is vested in Borrower, free and clear of any Lien, objection, exception or requirement, and that each Deed of Trust creates a valid first and prior lien on all the Mortgaged Properties, subject only to the Permitted Encumbrances and such other exceptions as may be approved in writing by the Administrative Agent. The Title Insurance Policy shall include such provisions or endorsements as necessary to provide coverage on a revolving credit basis (excluding creditor’s rights endorsements).

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“ Total Asset Value ” means the sum of (without duplication) (a) the aggregate Value of all of Borrower’s and its Subsidiaries’ Real Property, plus (b) the amount of any cash and cash equivalents, excluding tenant security and other restricted deposits of the Borrower and its Subsidiaries. For any non-wholly owned properties, Total Asset Value shall be adjusted for Borrower’s and Subsidiaries’ pro rata ownership percentage.

“ Total Leverage Ratio ” shall mean the ratio (expressed as a percentage) of (a) the Borrower’s Indebtedness plus the Parent’s Indebtedness to (b) Total Asset Value.

“ Transaction Costs ” means the ordinary and customary costs incurred by the Borrower in acquiring a Real Property.

“ Transactions ” means the execution, delivery and performance by the Credit Parties of the Loan Documents, the borrowing of Loans, and the use of the proceeds thereof.

“ Type ,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ Unconsolidated Affiliate ” means, without duplication, in respect of any Person, any other Person (other than a Person whose stock is traded on a national trading exchange) in whom such Person holds a voting equity or ownership interest and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

“ Value ” means the sum of the following:

(a) for Real Property that is not in the Pool, the acquisition cost of such Real Property; plus

(b) for Real Property that is in the Pool, the aggregate Pool Value.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).

SECTION 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Lead Borrower notifies the Administrative Agent that the Borrower requests an amendment to any

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provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.05 Designation of Lead Borrower as Agent for Borrower .

(a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as that Borrower’s agent to obtain loans and advances under the Loan, the proceeds of which shall be available to each Borrower as set forth herein. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and the Lenders on account of loans and advances so made under the Loan as if made directly by the Lenders to that Borrower, notwithstanding the manner by which such loans and advances are recorded on the books and records of the Lead Borrower and/or of any Borrower (including, without limitation, on account of any such treatment of said loan or advance as an equity investment in a Borrower by Lead Borrower).

(b) Each Borrower recognizes that credit available to it under the Loan is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower, jointly and severally, hereby assumes and agrees fully, faithfully, and punctually to discharge all Indebtedness and other Obligations of all of the Borrowers.

(c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a loan or other advance under the Loan.

(d) The proceeds of each loan and advance provided under the Loan which is requested by the Lead Borrower shall be advanced as and when otherwise provided herein or as otherwise indicated by the Lead Borrower. The Lead Borrower shall cause the transfer of the proceeds thereof to the Borrower(s) on whose behalf such loan and advance was obtained. Neither the Administrative Agent nor any Lender shall have any obligation to see to the application of such proceeds.

(e) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as that Borrower’s attorney-in-fact to act in the Borrower’s name and stead and to do and perform all matters, to grant to the Administrative Agent for the benefit of the Lenders a security interest in the Collateral, transact all business, and make, execute and acknowledge all Loan Documents and other instruments relating to this Agreement including but not limited to, this Agreement, the Note, and the Mortgage. The Borrowers hereby acknowledge and agree that the power of attorney created hereby is coupled with an interest.

(f) Nothing contained herein shall be deemed or otherwise construed to modify, waive, or otherwise limit the obligations of Guarantor under its respective Guaranty to the Administrative Agent and the Lenders.

ARTICLE II

The Credits

SECTION 2.01 Commitments . Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the total Maximum Loan Available Amount; provided however, that no Lender shall be obligated to make a Revolving Loan in excess of such Lender’s Applicable Percentage of the difference between the Maximum Loan Available Amount and the Revolving Credit Exposure.

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Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02 Loans and Borrowings .

(a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.13 , each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000, provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03 Requests for Revolving Borrowings . To request a Revolving Borrowing, Lead Borrower (on behalf of the Borrower) shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, Boston, Massachusetts time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, Boston, Massachusetts time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in the form of Exhibit E attached hereto and hereby made a part hereof and signed by Lead Borrower, on behalf of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 :

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06 .

If no election as to the Type of Revolving Borrowing is specified in the Borrowing Request, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one

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month’s duration, in the case of a Eurodollar Borrowing. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Reserved .

SECTION 2.05 Reserved .

SECTION 2.06 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Boston, Massachusetts time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Boston, Massachusetts, or wire transferred to such other account or in such manner as may be designated by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to the corresponding Loan made to the Borrower. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.07 Interest Elections .

(a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Lead Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in the form of a Borrowing Request (with proper election made for an interest rate election only) and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02 :

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(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Lead Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08 Termination, Reduction and Increase of Commitments .

(a) Unless previously terminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce the Commitments, provided that each reduction in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $500,000, and the total Commitments may not be reduced to less than $25,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10 , the total Revolving Credit Exposures would exceed the Maximum Loan Available Amount as reduced. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.

(c) The Lead Borrower shall notify the Administrative Agent of any election to reduce the Commitments under Section 2.08(b) at least three (3) Business Days prior to the effective date of such reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section shall be irrevocable. Any reduction of the Commitments shall be permanent. Each reduction in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

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(d) So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b) , the Borrower may, prior to December 4, 2011, request that the Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Administrative Agent may approve), (b) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $150,000,000.00 (the “ Maximum Commitment ”). If the Borrower requests that the total Commitments be increased, the Administrative Agent shall use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Administrative Agent may obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each other Credit Party shall execute an amendment to this Agreement, additional Notes and other documents as the Administrative Agent may reasonably require to evidence the increase of the Commitments, the addition of new projects as Mortgaged Properties, if applicable, and the admission of additional Persons as Lenders, if necessary.

SECTION 2.09 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date. At the request of each Lender, the Loans made by such Lender shall be evidenced by a Note payable to such Lender in the amount of such Lender’s Commitment.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or  (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

SECTION 2.10 Prepayment of Loans .

(a) The Borrower shall have the right at any time and from time to time to prepay, without penalty, any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section, and subject to Section 2.15 , if applicable.

(b) The Lead Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Boston, Massachusetts time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Boston, Massachusetts time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that is an integral multiple of $100,000 and not less than

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$500,000. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 .

(c) In connection with the prepayment of any Loan prior to the expiration of the Interest Period applicable thereto, the Borrower shall also pay any applicable expenses pursuant to Section 2.15 .

(d) Amounts to be applied to the prepayment of Loans pursuant to any of the preceding subsections of this Section shall be applied, first, to reduce outstanding ABR Loans and next, to the extent of any remaining balance, to reduce outstanding Eurodollar Loans. Each such prepayment shall be applied to prepay ratably the Loans of the Lender.

(e) If at any time the total Revolving Credit Exposure of the Lenders exceeds the then effective Maximum Loan Available Amount, the Borrower shall prepay the Loans in an amount equal to such excess within one (1) Business Day after such occurrence.

SECTION 2.11 Fees .

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at .45% per annum on the average daily unused amount of the Commitment of such Lender during the period from and including the date of this Agreement to, but excluding, the date on which such Commitment terminates. Facility fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day) and shall be based on the then existing Commitments of the Lenders.

(b) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in the fee letter executed between the Borrower and the Administrative Agent.

(c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.12 Interest .

(a) The Loans comprising each ABR Borrowing shall bear interest at the lesser of (x) the Alternate Base Rate plus the Applicable Rate, or (y) the Maximum Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the lesser of (a) the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, or (b) the Maximum Rate.

(c) Notwithstanding the foregoing, (A) if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, the lesser of (x) 4% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section, or (y) the Maximum Rate, or (ii) in the case of any other amount, the lesser of (x) 4% plus the rate applicable to ABR Loans as provided in paragraph (a)  of this Section, or (y) the Maximum Rate; and (B) after the occurrence of any Event of Default, at the option of the Administrative Agent, or if the Administrative Agent is directed

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in writing by the Required Lenders to do so, the Loan shall bear interest at a rate per annum equal to the lesser of (x) 4% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section, or (y) the Maximum Rate.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c)  of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days and twelve (12) 30-day months, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.13 Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that (i) the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period and (ii) such fact is generally applicable to its loans of this type to similar borrowers, as evidenced by a certification from such Lenders;

then the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

SECTION 2.14 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other condition (other than one relating to Excluded Taxes) affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum

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received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b)  of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15 Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(b) ), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower pursuant to Section 2.18 , then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.16 Taxes .

(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender

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(as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Lead Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Lead Borrower as will permit such payments to be made without withholding or at a reduced rate.

SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or of amounts payable under Section 2.14 , 2.15 or 2.16 , or otherwise) prior to 1:00 p.m., Boston, Massachusetts time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its main offices in Cleveland, Ohio, except that payments pursuant to Sections 2.14 , 2.15 , 2.16 and 9.03 shall be made directly to the Persons entitled thereto. If the Administrative Agent receives a payment for the account of a Lender prior to 1:00 p.m., Boston, Massachusetts time, such payment must be delivered to the Lender on the same day and if it is not so delivered due to the fault of the Administrative Agent, the Administrative Agent shall pay to the Lender entitled to the payment interest thereon for each day after payment should have been received by the Lender pursuant hereto until the Lender receives payment, at the Federal Funds Effective Rate. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment

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of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Lead Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to 2.06(b) or 2.17(d) , then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.18 Mitigation Obligations; Replacement of Lenders .

(a) Each Lender will notify the Lead Borrower of any event occurring after the date of this Agreement which will entitle such Person to compensation pursuant to Sections 2.12 and 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, provided that such Person shall not be liable for the failure to provide such notice. If any Lender requests compensation under Section 2.12 , or if the Borrower is required to pay any additional amount to any such Person or any Governmental Authority for the account of any Lender pursuant to Section 2.14 , then such Lender shall use reasonable efforts to avoid or minimize the amounts payable, including, without limitation, the designation of a different lending office for funding or booking its Loans hereunder or the assignment of its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b) If any Lender requests compensation under Section 2.12 , or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 , or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04 ), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14 , such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders and the Administrative Agent that:

SECTION 3.01 Organization; Powers . Each Credit Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02 Authorization; Enforceability . The Transactions are within the corporate, partnership or limited liability company powers (as applicable) of the respective Credit Parties and have been duly authorized by all necessary corporate, partnership or limited liability company action. This Agreement and the Loan Documents have been duly executed and delivered by each Credit Party which is a party thereto and constitute the legal, valid and binding obligation of each such Person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or which shall be completed at the appropriate time for such filings under applicable securities laws, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any of the Borrower’s Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party or any of the Borrower’s Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Credit Party or any of the Borrower’s Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Credit Party or any of the Borrower’s Subsidiaries, except pursuant to the Deed of Trust.

SECTION 3.04 Financial Condition; No Material Adverse Change .

(a) The Borrower has heretofore furnished to the Lenders financial statements as of and for the fiscal year ended December 31, 2009 reported on by Ernst & Young LLP, independent public accountants, for Borrower and the Parent. Such financial statements present fairly, in all material respects,

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the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments.

(b) Since December 31, 2009, no event has occurred which could reasonably be expected to have a Material Adverse Effect.

SECTION 3.05 Properties .

(a) Subject to Liens permitted by Section 6.01 , each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all patents and other intellectual property material (excluding the rights to use the name “Griffin”) to the Borrower’s business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) Subject to the property conditions reports obtained with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect.

(d) To each Credit Party’s knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect.

(e) None of the Credit Parties has received any notice or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent, at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect.

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(f) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(f) .

(g) There are no Persons operating or managing any Real Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Real Property, is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

SECTION 3.06 Intellectual Property . To the knowledge of each Credit Party, such Credit Party owns, or is licensed to use, all patents and other intellectual property material (excluding such rights relating to use of the name “Griffin”) to its business, and the use thereof by such Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of each Credit Party, there are no material slogans or other advertising devices, projects, processes, methods, substances, parts or components, or other material now employed, or now contemplated to be employed, by any Credit Party with respect to the operation of any Real Property, and no claim or litigation regarding any slogan or advertising device, project, process, method, substance, part or component or other material employed, or now contemplated to be employed by any Credit Party, is pending or threatened, the outcome of which could reasonably be expected to have a Material Adverse Effect.

SECTION 3.07 Litigation and Environmental Matters .

(a) Except as set forth in Schedule 3.07 attached hereto, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting any Credit Party or any of the Borrower’s Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

(b) Except as disclosed in the environmental reports obtained with respect to each Real Property and with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect :

(i) to the knowledge of the Credit Parties, all Real Property leased or owned by Borrower or any of its Subsidiaries is free from contamination by any Hazardous Material, except to the extent such contamination could not reasonably be expected to cause a Material Adverse Effect;

(ii) to the knowledge of the Credit Parties, the operations of Borrower and its Subsidiaries, and the operations at the Real Property leased or owned by Borrower or any of its Subsidiaries are in compliance with all applicable Environmental Laws, except to the extent such noncompliance could not reasonably be expected to cause a Material Adverse Effect;

(iii) neither the Borrower nor any of its Subsidiaries have known liabilities with respect to Hazardous Materials and, to the knowledge of each Credit Party, no facts or

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circumstances exist which could reasonably be expected to give rise to liabilities with respect to Hazardous Materials, in either case, except to the extent such liabilities could not reasonably be expected to have a Material Adverse Effect;

(iv) To the best of the Borrower’s knowledge, (A) the Borrower and its Subsidiaries and all Real Property owned or leased by Borrower or its Subsidiaries have all Environmental Permits necessary for the operations at such Real Property and are in compliance with such Environmental Permits; (B) there are no legal proceedings pending nor, to the knowledge of any Credit Party, threatened to revoke, or alleging the violation of, such Environmental Permits; and (C) none of the Credit Parties have received any notice from any source to the effect that there is lacking any Environmental Permit required in connection with the current use or operation of any such properties, in each case, except to the extent the nonobtainment or loss of an Environmental Permit could not reasonably be expected to have a Material Adverse Effect;

(v) neither the Real Property currently leased or owned by Borrower nor any of its Subsidiaries, nor, to the knowledge of any Credit Party, (x) any predecessor of any Credit Party, nor (y) any of Credit Parties’ Real Property owned or leased in the past, nor (z) any owner of Real Property leased or operated by Borrower or any of its Subsidiaries, are subject to any outstanding written order or contract, including Environmental Liens, with any Governmental Authority or other Person, or to any federal, state, local, foreign or territorial investigation of which a Credit Party has been given notice respecting (A) Environmental Laws, (B) Remedial Action, (C) any Environmental Claim; or (D) the Release or threatened Release of any Hazardous Material, in each case, except to the extent such written order, contract or investigation could not reasonably be expected to have a Material Adverse Effect;

(vi) none of the Credit Parties are subject to any pending legal proceeding alleging the violation of any Environmental Law nor, to the knowledge of each Credit Party, are any such proceedings threatened, in either case, except to the extent any such proceedings could not reasonably be expected to have a Material Adverse Effect;

(vii) neither the Borrower nor any of its Subsidiaries nor, to the knowledge of each Credit Party, any predecessor of any Credit Party, nor to the knowledge of each Credit Party, any owner of Real Property leased by Borrower or any of its Subsidiaries, have filed any notice under federal, state or local, territorial or foreign law indicating past or present treatment, storage, or disposal of or reporting a Release of Hazardous Material into the environment, in each case, except to the extent such Release of Hazardous Material could not reasonably be expected to have a Material Adverse Effect;

(viii) none of the operations of the Borrower or any of its Subsidiaries or, to the knowledge of each Credit Party, of any owner of premises currently leased by Borrower or any of its Subsidiaries or of any tenant of premises currently leased from Borrower or any of its Subsidiaries, involve or previously involved the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Part 261.3 (in effect as of the date of this Agreement) or any state, local, territorial or foreign equivalent, in violation of Environmental Laws; and

(ix) to the knowledge of the Credit Parties, there is not now, nor has there been in the past (except, in all cases, to the extent the existence thereof could not reasonably be expected to have a Material Adverse Effect), on, in or under any Real Property leased or owned by Borrower or any of its Subsidiaries, or any of their predecessors (A) any underground storage tanks or surface tanks, dikes or impoundments (other than for surface water); (B) any friable asbestos-containing materials; (C) any polychlorinated biphenyls; or (D) any radioactive substances other than naturally occurring radioactive material.

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SECTION 3.08 Compliance with Laws and Agreements . Each of the Credit Parties is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or to its knowledge, its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.09 Investment and Holding Company Status . Neither any of the Credit Parties nor any of the Borrower’s Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

SECTION 3.10 Taxes . Each Credit Party and each of the Borrower’s Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11 ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The Borrower does not have any Plans as of the date hereof. As to any future Plan the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) will not exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) will not exceed the fair market value of the assets of all such underfunded Plans.

SECTION 3.12 Disclosure . The Borrower has disclosed or made available to the Lenders all agreements, instruments and corporate or other restrictions to which it, any other Credit Party, or any of its Subsidiaries is subject, and all other matters known to it, that, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Confidential Information Memorandum dated April, 2010 prepared by the Administrative Agent in conjunction with the Borrower, nor any of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.13 Insurance . Borrower has provided to Administrative Agent an insurance schedule which accurately sets forth, in all material respects, as of the Effective Date all insurance policies and programs currently in effect with respect to the assets and business of Borrower and its Subsidiaries, specifying for each such policy and program, (i) the amount thereof, (ii) the risks insured against thereby, (iii) the name of the insurer and each insured party thereunder, (iv) the policy or other identification number thereof and (v) the expiration date thereof, with Administrative Agent, for the benefit of the Lenders, being names as mortgagee, additional insured and loss payee, as applicable. Such insurance policies and programs (or such other similar policies as are permitted pursuant to Section 5.06 ) are currently in full force and effect, and, together with payment by the insured of scheduled deductible payments, are in amounts sufficient to cover the replacement value of the respective assets of the Borrower and its Subsidiaries.

SECTION 3.14 Margin Regulations . The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board), and no proceeds of any Loan will be used to purchase or carry any margin stock.

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SECTION 3.15 Subsidiaries; REIT Qualification . As of the Effective Date, the Parent has only the Subsidiaries listed on Schedule 3.15 attached hereto. The Borrower qualifies as a “qualified REIT subsidiary” under Section 856 of the Code or will make the necessary elections to qualify by December 31, 2010. The Parent is a Maryland corporation duly organized pursuant to articles of incorporation filed with the Maryland Department of Assessments and Taxation, and is in good standing under the laws of Maryland. The Parent conducts its business in a manner which enables it to qualify as a real estate investment trust under, and to be entitled to the benefits of, §856 of the Code, and on or before December 31, 2010 will elect to be treated as and will be entitled to the benefits of a real estate investment trust thereunder.

ARTICLE IV

Conditions

SECTION 4.01 Effective Date . The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02 ):

(a) The Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart of this Agreement and all other Loan Documents to which it is party signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of each such Loan Document other than the Notes) that such party has signed a counterpart of the Loan Documents, together with copies of all Loan Documents.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Bryan Cave and Lyon & Caron LLP, counsel for the Borrower and the Guarantor, and such other counsel as the Administrative Agent may approve, covering such matters relating to the Credit Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement (including each Credit Party’s compliance with Section 9.14 and other customary “know your customer” requirements) or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a Compliance Certificate, dated the date of this Agreement and signed by a Financial Officer of Borrower, in form and substance satisfactory to the Administrative Agent.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(f) The Administrative Agent shall have received copies of all other Loan Documents, and the Appraisal (which will be updated annually if requested by the Administrative Agent or the Required Lenders), the Environmental Assessment, the Title Insurance Policy and the Current Survey (in each instance as delivered in connection with the original closing of the Loan, with the Administrative Agent receiving an acceptable endorsement to each Title Policy), property condition assessments, insurance certificates, and such other due diligence information as the Administrative Agent may require for each Mortgaged Property.

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The Administrative Agent shall notify the Lead Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02 Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a) The representations and warranties of each Credit Party set forth in this Agreement or in any other Loan Document shall be true and correct on and as of the date of such Borrowing.

(b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

(c) With respect to any requested Borrowings, the Borrower shall have complied with Section 2.03 .

(d) The Administrative Agent shall have received a Compliance Certificate signed by a Financial Officer of Borrower.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01 Financial Statements; Ratings Change and Other Information . The Borrower will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the Parent, the Parent’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, (i) the Parent’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a Real Property Portfolio Summary Schedule, broken out by Mortgaged Properties in the Pool and all other properties of the Parent and its Subsidiaries, detailing at a minimum, the property address, square footage, tenant, rent and lease expiration date;

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(c) concurrently with the delivery thereof, copies of all quarterly and annual reporting provided to the investors in the Parent;

(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Parent (the “ Compliance Certificate ”) in the form of Exhibit B attached hereto and a borrowing base certificate of a Financial Officer of the Parent (the “ Borrowing Base Certificate ”) in the form of Exhibit G attached hereto;

(e) promptly after the same become publicly available for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent, the Borrower or any Subsidiary with the Securities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent or the Borrower to its shareholders generally, as the case may be; and

(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Credit Party or any Subsidiary of the Borrower, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02 Financial Tests . The Parent and the Borrower shall have and maintain, on a consolidated basis in accordance with GAAP, tested as of the close of each fiscal quarter:

(a) a Total Leverage Ratio no greater than sixty five percent (65%) at all times;

(b) an Interest Coverage Ratio of not less than 1.85:1.00 at all times;

(c) a Fixed Charge Coverage Ratio of not less than 1.60:1.00 at all times;

(d) a Liquidity equal to or greater than $2,000,000.00 at all times;

(e) a Tangible Net Worth of at least (i) $25,000,000.00, such amount increasing to $50,000,000.00 by October 4, 2010, plus (ii) eighty-five percent (85%) of the net proceeds (gross proceeds less reasonable and customary costs of sale and issuance paid to Persons not Affiliates of any Credit Party) received by the Parent or the Borrower at any time from the issuance of stock (whether common, preferred or otherwise) of the Parent or the Borrower after the date of this Agreement, plus one hundred percent (100%) of the amount of equity in any properties contributed to the Parent after the Effective Date, at all times;

(f) the ratio of (i) the Indebtedness that bears interest at a varying rate of interest or that does not have the interest rate effectively fixed pursuant to a Hedging Agreement, to (ii) the Indebtedness, shall not exceed thirty percent (30%), with the Borrower having five (5) Business Days after the Effective Date to enter into a Hedging Agreement with the Administrative Agent in order to establish compliance with this covenant.

SECTION 5.03 Notices of Material Events . The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):

(a) the occurrence of any Default;

(b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or

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any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) within five (5) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

At the Administrative Agent’s option, after the happening of any of the events listed in clauses (a), (b) or (d) above, the Administrative Agent may obtain, or cause the Borrower to obtain, an updated Appraisal for the property giving rise to such events, all at the Borrower’s expense.

SECTION 5.04 Existence; Conduct of Business . The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.01 and shall not apply to the real estate investment trust status of the Parent until such time as the Parent has made its initial election to be treated as a real estate investment trust under the Code. Each Person that is a Borrower must at all times be a wholly owned Subsidiary of Parent.

SECTION 5.05 Payment of Obligations . The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.06 Maintenance of Properties; Insurance .

(a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (ii) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are set forth in the schedule provided pursuant to Section 3.13 , with Administrative Agent named as loss payee and a beneficiary of such insurance on substantially similar policies and programs as are acceptable to Administrative Agent.

(b) The Borrower shall maintain the following insurance coverages for each of the Mortgaged Properties in the Pool:

(i) An all-risk policy of permanent property insurance insuring the Mortgaged Property against all risks of any kind or character except those permitted by the Administrative Agent in writing to be excluded from coverage thereunder.

(ii) A boiler and machinery insurance policy covering loss or damage to all portions of the Mortgaged Property comprised of air-conditioning and heating systems, other pressure vessels, machinery, boilers or high pressure piping.

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(iii) An all-risk policy of insurance covering loss of earnings and/or rents from the Mortgaged Property in the event that the Mortgaged Property is not available for use or occupancy due to casualty, damage or destruction required to be covered by the policies of insurance described in (i) and (ii) above.

(iv) Commercial general liability, auto liability, umbrella or excess liability and worker’s compensation insurance against claims for bodily injury, death or property damage occurring on, in or about the Mortgaged Property in an amount and containing terms acceptable to the Administrative Agent.

(v) Such other insurance against other insurable hazards, risks or casualties which at the time are commonly insured against in the case of owners and premises similarly situated, due regard being given to the financial condition of the Borrower, the height and type of the Mortgaged Property, its construction, location, use and occupancy.

(vi) All required insurance will be written on forms acceptable to the Administrative Agent and by companies having a Best’s Insurance Guide Rating of not less than A or A+ (subject to the requirements of any Lease) and which are otherwise acceptable to the Administrative Agent, and such insurance (other than third party liability insurance) shall be written or endorsed so that all losses are payable to the Administrative Agent, as Administrative Agent for the Lenders. The original policies evidencing such insurance shall be delivered by the Borrower to the Administrative Agent and held by the Administrative Agent, unless Administrative Agent expressly consents to accept insurance certificates instead. Each such policy shall expressly prohibit cancellation or modification of insurance without thirty (30) days’ written notice to the Administrative Agent. The Borrower agrees to furnish (only to the extent available in the event such premiums are paid directly by tenants) due proof of payment of the premiums for all such insurance to Administrative Agent promptly after each such payment is made and in any case at least fifteen (15) days before payment becomes delinquent.

(c) The Borrower will pay and discharge all taxes, assessments, maintenance charges, permit fees, impact fees, development fees, capital repair charges, utility reservations and standby fees and all other similar impositions of every kind and character charged, levied, assessed or imposed against any interest in any of the Mortgaged Property owned by it, as they become payable and before they become delinquent. The Borrower shall furnish receipts evidencing proof of such payment to the Administrative Agent promptly after payment and before delinquency.

(d) Except as may be required under the terms of any Approved Lease, all proceeds of insurance shall be paid to Administrative Agent and, at Administrative Agent’s option, be applied to Borrower’s Obligations or released, in whole or in part, to pay for the actual cost of repair, restoration, rebuilding or replacement (collectively, “Cost To Repair”). If the Cost To Repair does not exceed twenty percent (20%) of the Pool Value of the subject Mortgaged Property, provided no Event of Default is then in existence, Administrative Agent shall release so much of the insurance proceeds as may be required to pay for the actual Cost to Repair in accordance with and subject to the provisions of Section 5.06(e) below.

(e) If Administrative Agent elects or is required to release insurance proceeds, Administrative Agent may impose (subject to the requirements of any Approved Lease), reasonable conditions on such release which shall include, but not be limited to, the following:

(i) Prior written approval by Administrative Agent, which approval shall not be unreasonably withheld or delayed of plans, specifications, cost estimates, contracts and bonds for the restoration or repair of the loss or damage;

(ii) Waivers of lien, architect’s certificates, contractor’s sworn statements and other evidence of costs, payments and completion as Agent may reasonably require;

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(iii) If the Cost To Repair does not exceed $500,000.00, the funds to pay therefor shall be released to Borrower. Otherwise, funds shall be released upon final completion of the Repair Work, unless Borrower requests earlier funding, in which event partial monthly disbursements equal to 90% of the value of the work completed shall be made prior to final completion of the repair, restoration or replacement and the balance of the disbursements shall be made upon full completion and the receipt by Administrative Agent of satisfactory evidence of payment and release of all liens;

(iv) Determination by Administrative Agent that the undisbursed balance of such proceeds on deposit with Administrative Agent, together with additional funds deposited for the purpose, shall be at least sufficient to pay for the remaining Cost To Repair, free and clear of all liens and claims for lien;

(v) All work to comply with the standards, quality of construction and Legal Requirements applicable to the original construction of the Property;

(vi) in Administrative Agent’s good faith judgment the Repair Work is likely to be completed at least three (3) months prior to the Maturity Date; and

(vii) each tenant of the Property which might otherwise have a right to terminate its lease on account of such casualty shall have waived its right to so terminate conditioned only upon the repair work being completed within a reasonable period of time acceptable to Administrative Agent or such period as is expressly provided in the applicable leases, whichever is longer, so long as the period does not exceed the period for which rent loss insurance is available.

(f) Subject to the requirements of any Approved Lease, if there is any condemnation for public use of a Mortgaged Property or of any Collateral, the awards on account thereof shall be paid to Administrative Agent and shall be applied to Borrower’s obligations, or at Administrative Agent’s discretion released to Borrower. If, in the case of a partial taking or a temporary taking, in the sole judgment of Administrative Agent the effect of such taking is such that there has not been a material and adverse impairment of the viability of the Mortgaged Property or the value of the Collateral, so long as no Default exists Administrative Agent shall release awards on account of such taking to Borrower if such awards are sufficient (or amounts sufficient are otherwise made available) to repair or restore the Administrative Property to a condition reasonably satisfactory to Administrative Agent subject to the requirements of Section 5.06(e) .

SECTION 5.07 Books and Records; Inspection Rights .

(a) The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.

(b) The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice and subject to rights of tenants, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

SECTION 5.08 Compliance with Laws . The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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SECTION 5.09 Use of Proceeds . The proceeds of the Loans will be used for acquisition, acquisition fees and expenses, development and enhancement of Real Property, debt refinancing, capital and tenant improvements and working capital. No part of the proceeds of any Loan will be used, whether directly or indirectly, for financing, funding or completing the hostile acquisition of publicly traded Persons or for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

SECTION 5.10 Fiscal Year . Borrower shall maintain as its fiscal year the twelve (12) month period ending on December 31 of each year.

SECTION 5.11 Environmental Matters .

(a) Borrower shall comply and shall cause each of its Subsidiaries and each Real Property owned or leased by such parties to comply in all material respects with all applicable Environmental Laws currently or hereafter in effect, except to the extent noncompliance could not reasonably be expected to have a Material Adverse Effect.

(b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect, then Borrower agrees, upon request from the Administrative Agent (which request may be delivered at the option of Administrative Agent or at the direction of Required Lenders), to provide the Administrative Agent, at the Borrower’s expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws.

(c) Borrower shall, and shall cause each of its Subsidiaries to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority.

(d) If the Borrower fails to timely take, or to diligently and expeditiously proceed to complete in a timely fashion, any action described in this Section, the Administrative Agent may, after notice to the Lead Borrower, with the consent of the Required Lenders, make advances or payments toward the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by the Administrative Agent (including reasonable counsel and consultant and investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will become due and payable from the Borrower ten (10) Business Days after demand, and shall bear interest at the rate for past due interest provided in Section 2.12(c) from the date any such sums are so advanced or paid by the Administrative Agent until the date any such sums are repaid by the Borrower. Promptly upon request, the Borrower will execute and deliver such instruments as the Administrative Agent may deem reasonably necessary to permit the Administrative Agent to take any such action, and as the Administrative Agent may require to secure all sums so advanced or paid by the Administrative Agent. If a Lien is filed against the Mortgaged Property by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an action or omission, whether intentional or unintentional, of the Borrower or for which any Borrower is responsible, resulting in the Releasing of any Hazardous Material into the waters or onto land located within or without the State where the Mortgaged Property is located, then the Borrower will, within thirty (30) days from the date that the Borrower is first given notice that such Lien has been placed against the Mortgaged Property (or within such shorter period of time as may be specified by the Administrative Agent if such Governmental Authority has commenced steps to cause the Mortgaged Property to be sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or (ii) furnish a cash deposit, bond or such other security with respect thereto as is satisfactory in all respects to the Administrative Agent and is sufficient to effect a complete discharge of such Lien on the Mortgaged Property.

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SECTION 5.12 Property Pool .

(a) The Borrower will at all times own in fee simple title a pool (the “Pool”) of properties that each meet the requirements of a Mortgaged Property that are subject to a Deed of Trust and Environmental Indemnity and are Collateral and that are not subject to a Lien in any manner, other than Permitted Encumbrances, with the following characteristics and meeting the following requirements:

(i) a final certificate of occupancy, or the local equivalent has been issued by the appropriate Governmental Authority for all of the improvements on the Real Property;

(ii) no material deferred maintenance and no capital improvements are required or if required, adequate reserves, pledged to the Agent (unless the subject tenant is obligated to pay for such maintenance or capital improvements), are made therefor to continue operating as a office, industrial, warehouse or distribution property (or such other use as the Majority Lenders may approve), as determined by an architectural or engineering report approved by the Administrative Agent;

(iii) (1) the Administrative Agent must have received Phase I environmental reports, together with an acceptable reliance letter, from third-party independent consultants for each Mortgaged Property in, or to be added to, the Pool that do not disclose any adverse material environmental conditions, (2) the owner of the subject property must be able to make the representations and warranties in Sections 3.05 and 3.07 as to each Mortgaged Property in, or to be added to, the Pool, (3) the owner of the subject Mortgaged Property must have provided a current Survey, Title Insurance Policy, Financing Statement, flood zone certification, probable maximum loss study (if applicable), a copy of the tenant leases with any amendments, an estoppel from such tenant, a SNDA Agreement from such tenant, and all other documents required for Collateral as the Administrative Agent may require (which will include, at a minimum, proof of casualty and liability insurance complying with this Agreement, architect’s or engineer’s inspection report (together with an acceptable reliance letter(s)), central and local Uniform Commercial Code searches, Appraisal, purchase agreement, recent photographs, a Compliance Certificate and an updated Borrowing Base Certificate) and in form and substance satisfactory to the Administrative Agent, and (4) the Mortgaged Property owner must have joined in, and assumed all obligations of a “Borrower” under, this Agreement and the other Loan Documents, all in form and substance satisfactory to the Administrative Agent;

(iv) For any Mortgaged Property whereby an existing lease is being amended to expand the premises covered by such lease pursuant to an Approved Lease, Agent shall complete all reasonable due diligence and monitoring in connection with Revolving Loans; and

(v) the Mortgaged Property is otherwise approved by the Administrative Agent and the Majority Lenders in their sole discretion. As of the Effective Date the Real Property assets included in the Pool are listed on Schedule 5.12 attached hereto.

(b) Notwithstanding the foregoing, (i) from and after the date which is six (6) months after the Effective Date, there shall be at least four (4) separate Mortgaged Properties in the Pool, and (ii) no single Mortgaged Property in the Pool shall have a Pool Value equal to or greater than 25% of the aggregate Pool Value, unless the outstanding Loans total less than fifty percent of the aggregate Pool Value.

SECTION 5.13 Further Assurances . At any time upon the request of the Administrative Agent, Borrower will, promptly and at its expense, execute, acknowledge and deliver such further documents and perform such other acts and things as the Administrative Agent may reasonably request to evidence the Loans made hereunder and interest thereon in accordance with the terms of this Agreement. The Administrative Agent has agreed in some instances that the maximum amount secured by a Deed of Trust may be limited in order to reduce fees or taxes paid by the Borrower in a particular jurisdiction. If an Appraisal reflects that the Appraised Value of a Real Property

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asset subject to a Deed of Trust is in excess of the maximum amount secured by the Deed of Trust, then within ten (10) days after written notice from the Administrative Agent to the Lead Borrower, upon the reasonable request of the Administrative Agent, the Borrower will execute an amendment to the Deed of Trust and such other documentation as is necessary to increase the amount secured by the Deed of Trust to at least the Appraised Value of the subject Real Property.

SECTION 5.14 Partial Releases . The Borrower may obtain the release of any Mortgaged Property (the “ Release Tract ”) from the liens and security interests of the Loan Documents if it satisfies the following terms and conditions:

(a) No Event of Default is in existence, and the release of the Release Tract will not cause there to be a Default (including under Sections 2.01 or 5.12 hereof). Lead Borrower will deliver to the Administrative Agent a Borrowing Base Certificate with pro forma information without the Release Tract.

(b) The release will be for the complete Mortgaged Property, and not for just a portion thereof.

(c) No less than fifteen (15) days prior to the date of the requested release (“ Partial Release Date ”), the Borrower shall deliver to the Administrative Agent a written request for such partial release (the “ Release Request ”).

(d) The Borrower shall provide the Administrative Agent with an endorsement to the Title Insurance Policy, if required with respect to interrelated Title Insurance Policies, and such other documents as may be reasonably required by the Administrative Agent, to confirm that the liens and security interests of the Loan Documents remain valid and prior liens against the Mortgaged Properties (the “ Remaining Projects ”).

(e) The Borrower shall pay all costs and expenses incurred by the Administrative Agent in connection with such Partial Release, including, without limitation, reasonable attorneys’ fees, recording fees and any title policy endorsement fees.

(f) The Administrative Agent shall have received satisfactory evidence that each of the Remaining Projects which is adjoining or which shares access or easements with the Release Tract, if any, has adequate access and joint use easements, that there are no encroachments from or on to the Release Tract, and that there is no inability to use required facilities or amenities, which evidence may be provided by a Current Survey of the affected Remaining Projects.

Subject to the satisfaction of the provisions of this Section, any Borrower other than the Borrower owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from further payment and performance of the Loans on the Partial Release Date, other than obligations under the Environmental Indemnity.

SECTION 5.15 Parent Covenants . The Parent will:

(a) own, directly or indirectly, all of the general partner interests in Borrower and, once acquired, will not sell or transfer any of its limited partner interests in the Borrower (provided other limited partners may sell or transfer their respective limited partner interests, subject to compliance with Section 9.14 below);

(b) maintain management and control of Borrower;

(c) conduct substantially all of its operations through Borrower and one or more of Borrower’s Subsidiaries;

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(d) comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code; and

(e) promptly contribute to Borrower the net proceeds of any stock sales or debt offerings.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01 Liens . The Borrower will not create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances; and

(b) any Lien on any property or asset of the Borrower existing on the date hereof and set forth in Schedule 6.01 ; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations (whether present or future) set forth in the governing loan documents, as of the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof.

SECTION 6.02 Fundamental Changes . The Borrower will not, and will not permit any Subsidiary to:

(a) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower or all or substantially all of the stock of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into, or consolidate with, Lead Borrower in a transaction in which Lead Borrower is the surviving corporation, (ii) any Person not a Credit Party may merge into, or consolidate with, any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary not a Credit Party may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary not a Credit Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary which is a Credit Party may merge into (or consolidate with) or liquidate or dissolve into, any other Subsidiary which is a Credit Party, and (vi) any Subsidiary which is a Credit Party may sell, transfer, lease or otherwise dispose of its assets to Borrower or to any other Subsidiary which is a Credit Party; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.03 .

(b) sell, transfer, lease or otherwise dispose of any of its assets to a Person other than pursuant to clause (a) above if (i) the Value of the assets disposed of in any twelve (12) month period exceeds twenty-five percent (25%) of the Value of the Borrower’s and its Subsidiaries’ Real Property, or (ii) the assets disposed of in any twelve (12) month period contributed or made up more than twenty-five percent (25%) of the Borrower’s Net Operating Income for such twelve (12) month period.

(c) engage to any material extent in any business other than the ownership, development, operation and management of office, industrial, warehouse, distribution or educational properties (or mixed uses thereof) and businesses reasonably related thereto, except as allowed by Section 6.03 .

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SECTION 6.03 Investments, Loans, Advances and Acquisitions . The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness (subject to Section 6.09 below) or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

(a) Permitted Investments;

(b) Real Property operated as office, industrial, warehouse, distribution or educational properties under triple net or absolute leases; and

(c) mergers, consolidations and other transactions permitted under Section 6.02 , so long as same do not cause the Borrower to be in violation of any provision of this Section 6.03 .

SECTION 6.04 Hedging Agreements . The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities.

SECTION 6.05 Restricted Payments . The Parent will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, during any calendar quarter, any Restricted Payment, except that any of the following Restricted Payments are permitted: (a) Restricted Payments by the Parent required to comply with Section 5.15(e), (b) provided no Default is then in existence, Restricted Payment made by the Parent to its equity holders, including in connection with the existing redemption and dividend reinvestment plans, and (c) Restricted Payments declared and paid ratably by Subsidiaries to Borrower and/or Parent with respect to their capital stock or equity interest.

SECTION 6.06 Transactions with Affiliates . The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties (with in independent MAI appraisal delivered by a qualified third party appraiser being conclusive to establish compliance with this requirement), (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.05 .

SECTION 6.07 Parent Negative Covenants . The Parent will not (a) own any Property other than the ownership interests of Borrower and other assets with no more than $10,000,00.00 in value; (b) give or allow any Lien on the ownership interests of Borrower; (c) create, incur, suffer or permit to exist, or assume or guarantee, directly or indirectly, contingently or otherwise, or become or remain liable with respect to any Indebtedness if the aggregate of such Indebtedness and the Indebtedness of the Borrower would violate Section 5.02 if such aggregate Indebtedness is treated as the Borrower’s Indebtedness or (d) engage to any material extent in any business other than the ownership, development, operation and management of office, industrial, warehouse, distribution or educational (or mixed uses thereof) properties leased to third parties under triple net or absolute leases.

SECTION 6.08 Restrictive Agreements . The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or as otherwise

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approved by the Administrative Agent, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or Liens permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

SECTION 6.09 Indebtedness . Neither the Guarantor nor any Borrower shall, without the prior written consent of the Required Lenders, create, incur, assume, guarantee or be or remain liable, contingently or otherwise with respect to any Indebtedness on a recourse basis, except: (a) Indebtedness under this Agreement; (b) Indebtedness incurred in connection with the construction, renovation or expansion of Real Property, which Indebtedness is approved by the Administrative Agent, such approval not to be unreasonably withheld; (c) Indebtedness to Administrative Agent; (d) Indebtedness of the Parent in an aggregate amount outstanding at any one time not to exceed fifteen percent (15%) of the Total Asset Value; (e) Indebtedness under any Hedging Obligations, (f) Indebtedness of the Parent whose recourse is solely for so-called “bad-boy” acts, including without limitation, (i) failure to account for a tenant’s security deposits, if any, for rent or any other payment collected by a borrower from a tenant under the lease, all in accordance with the provisions of any applicable loan documents, (ii) fraud or a material misrepresentation made by a Borrower or any Guarantor, or the holders of beneficial or ownership interests in such Borrower or any Guarantor, in connection with the financing evidenced by the applicable loan documents; (iii) any attempt by a Borrower or any Guarantor to divert or otherwise cause to be diverted any amounts payable to the applicable lender in accordance with the applicable loan documents; (iv) the misappropriation or misapplication of any insurance proceeds or condemnation awards relating to the Mortgaged Property; (v) voluntary or involuntary bankruptcy by a Borrower or any Guarantor; and (vi) any environmental matter(s) affecting any Mortgaged Property which is introduced or caused by a Borrower or any Guarantor or any holder of a beneficial or ownership interest in a Borrower or any Guarantor; (g) Indebtedness for trade payables and operating expenses incurred in the ordinary course of business; and (h) waste. Nothing contained herein shall be deemed to prohibit or prevent a Subsidiary of the Parent or of The GC Net Lease REIT Operating Partnership, L.P. which is not a Borrower from assuming or incurring any Indebtedness in connection with any investment allowed under Section 6.03 above.

SECTION 6.10 Management Fees . At any time that any Default or Event of Default exists under this Agreement or any other Loan Document, then in any of such event(s), no Credit Party may pay any management, property, asset or similar fees to any other Credit Party or to any Subsidiary or Affiliate, including, without limitation, to The GC Net Lease REIT Property Management, LLC and/or The GC Net Lease REIT Advisor, LLC. All such parties shall execute subordination agreements in form and substance acceptable to the Administrative Agent with respect to such fees.

SECTION 6.11 Leases .

(a) Without Administrative Agent’s and Majority Lenders’ prior written consent in each instance: (i) no lease or leases of the rentable space at any Mortgaged Property shall be terminated, and (ii) no existing lease shall be modified or amended, and no new lease shall be entered into. Administrative Agent and each of the Lenders shall be provided with a full and complete copy of each proposed lease and any amendment or modification thereof. Any lease, or modification or amendment of lease, which has been so approved by Administrative Agent and the Majority Lenders, and, if so requested by Administrative Agent as to which the tenant has executed an SNDA Agreement, estoppel certificate, or both, acceptable to Administrative Agent, and any lease, or modification or amendment of lease which does not require Administrative Agent’s approval, shall be an “Approved Lease”.

(b) Any request by Borrower for an approval with respect to leasing matters shall be accompanied, at a minimum, by the following: (i) the proposed lease or amendment or modification thereof complete with all applicable schedules and exhibits; (ii) a complete copy of any proposed guaranty; (iii) comprehensive financial information with respect to the proposed tenant, sub-tenant or assignee and, if applicable, the proposed guarantor (as to new leases or amendments or modifications to existing leases involving material economic changes, and as to proposed sub-lets or assignments); (iv) a brief written

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summary of the proposed permitted uses and a discussion of how such uses relate to other tenancies then existing at the Property; (v) an executive summary of the terms and conditions of the proposed lease, sub-lease or assignment, and, if applicable, the proposed guaranty; and (vi) an executive summary of the facts and conditions relating to any proposed termination of lease.

(c) The Administrative Agent and the Majority Lenders shall act on requests from Borrower for any approval under Section 6.11(a) in a commercially reasonable manner and shall use commercially reasonable efforts to respond to any such request within ten (10) Business Days following Administrative Agent’s or Lenders’ receipt thereof. Administrative Agent’s response may consist of an approval or disapproval of the request, or a conditional approval thereof subject to specified conditions, or a request for further data or information, or any combination thereof. In order to expedite the processing of requests for such approvals, Borrower agrees to provide Administrative Agent and each of the Lenders with as much advance information as is possible in a commercially reasonable manner in advance of Borrower’s formal request for an approval.

(d) Administrative Agent shall have the right to require each tenant to execute and deliver to Administrative Agent a subordination, non-disturbance of possession and attornment agreement (“SNDA Agreement”) in form, content and manner of execution acceptable to Agent and, from time to time, an estoppel certificate in form and manner of execution acceptable to Administrative Agent.

ARTICLE VII

Events of Default

If any of the following events (“ Events of Default ”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) any Credit Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a)  of this Article) payable under any Loan Documents, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of over three Business Days (such three Business Day period commencing after written notice from the Administrative Agent as to any such fee);