Exhibit 10.1

CONTRIBUTION AGREEMENT

CARLSBAD PROPERTY

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 13, 2011 by and among The GC Net Lease REIT Operating Partnership, L.P. (the “Operating Partnership”), The GC Net Lease (Carlsbad) Investors, LLC (the “OP Sub”), each of the Contributors listed on Exhibit A (each a “Contributor” and collectively, the “Contributors), and each of the Unit Recipients listed on Exhibit B (each a “Unit Recipient” and collectively, 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 5781 Van Allen Way, Carlsbad, California (the “Carlsbad Property”);

WHEREAS, each Contributor currently owns directly and, at the Closing, will own directly the percentage undivided co-tenancy interest in the Carlsbad 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 Carlsbad 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. In the event the Closing occurs after April 15, 2011 and on or before May 31, 2011, the Unit Recipients shall be entitled to receive additional Units as indicated on Exhibit B . For example, if a Unit Recipient is entitled to 12 additional Units per day for April and 10 additional Units per day for May and the Closing occurs on May 5,

2011, this Unit Recipient shall receive 230 additional Units [(15 days in April x 12 Units) + (5 days in May x 10 Units)].

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 Carlsbad 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 and is set forth on Exhibit B , the “Agreed Value”) in exchange for such Contributor’s Interest in the Carlsbad 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 to the percentage of the Cash Amount (as defined in the Partnership Agreement) opposite the name of such Contributor on Exhibit D hereto (“ Percentage of Cash Amount ”) to which such Unit Recipient would otherwise be entitled upon a redemption of such Units by the Operating Partnership and the Percentage of the Cash Amount or the REIT Share Amount (as defined in the Partnership Agreement), as applicable, to which such Unit Recipient would otherwise be entitled upon a purchase of such Units by the REIT.

(b)         Limitation on Applicability of Modified Exchange Right for REIT Share Amount . Notwithstanding the above, the modified Exchange Right described in Section 1.3(a) is

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only applicable to the REIT Share Amount for sales to the REIT, as general partner of the Operating Partnership, prior to the time that the REIT Shares (as defined in the Partnership Agreement) are listed on a national securities exchange or if the REIT is merged into another entity whereby holders of REIT Shares receive securities listed on a national securities exchange, if ever. The modified Exchange Right described in Section 1.3(a) shall be applicable to the Cash Amount at all times.

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 and grant deed 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, (ii) Encumbrances that will be extinguished with respect to such Contributor and such Contributor’s respective Unit Recipient at or prior to Closing, and (iii) Encumbrances created under the Lease Agreement dated as of February 8, 2006, as amended, with Life Technologies, Inc. (formerly Invitrogen Corporation, a Delaware corporation), to which the Carlsbad Property is subject, (the “Current Lease”) as amended pursuant to Section 3.1(c), and under the loan made on February 10, 2006 in the original amount of $37,000,000 by JPMorgan Chasebank, N.A., a national banking association, and secured by a nonrecourse deed of trust, each now held by Wells Fargo Bank, N.A., as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-LDP6, to which the Carlsbad Property is subject (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 Carlsbad 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 Carlsbad 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 Carlsbad 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 Carlsbad 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 lender approval of assumption of the Current Loan, the bridge loan financing and the Current Lease amendment, more fully described in Sections 3.1(a) through (c), respectively, shall have occurred (or will occur simultaneously with the Closing), that the occurrence of the contribution of the Carlsbad 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 Carlsbad 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 acknowledges and represents that the financial information, including but not limited to, information relating to assets, liabilities, compensation and net worth of the Contributor and/or its affiliates provided by Contributor and/or its affiliates to Griffin Capital Corporation and/or its affiliates at the time that such Contributor acquired Interests has not materially changed; and Contributor is still an “accredited investor” under Regulation D despite that Contributor may no longer include the value of Contributor’s primary residence as an asset when calculating whether the Contributor has a net worth of $1,000,000 or more.

(d)        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.

(e)        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

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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 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.

(f)        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 Carlsbad 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.

(g)        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.

(h)        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)).

(i)        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.

(j)        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.

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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 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.

2.13       Financial Advisor Representation. Contributor and such Contributor’s respective Unit Recipient acknowledge that neither the Operating Partnership, the OP Sub, the REIT nor any of their affiliates, officers, directors, employees or consultants have (i) acted as a financial advisor, investment advisor, broker-dealer or registered representative for the Contributor or such Contributor’s respective Unit Recipient with respect to the acquisition of the Units; nor (ii) evaluated or determined whether the Units are “suitable” for such Contributor’s respective Unit Recipient under the federal, or state securities laws, rules and regulations or the rules and regulations of the Financial Industry Regulatory Authority (FINRA). Contributor and such Contributor’s respective Unit Recipient acknowledge that he, she or it has been advised and directed by the Operating Partnership, the OP Sub, the REIT and/or any of their affiliates, officers, directors, employees or consultants to retain a financial advisor, investment advisor, broker-dealer and/or a registered representative to determine whether the Units are “suitable” for such Contributor’s respective Unit Recipient, and if the Contributor and such Contributor’s respective Unit Recipient have chosen not to engage a financial advisor, investment advisor, broker-dealer and/or a registered representative then the Contributor and such Contributor’s respective Unit Recipient has done so at his, her or its own risk.

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,

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of the following conditions (unless such conditions are waived in writing by the Operating Partnership):

(a)         Assumption of the Current Loan . At or prior to the Closing, the Current Loan shall be assumed by the Op Sub on terms acceptable to Op Sub and the Operating Partnership, each in its sole and absolute respective discretion.

(b)         Amendment to the Current Lease . If determined to be necessary by the OP-Sub, prior to the Closing, the Current Lease may be amended and assigned to the Op Sub on terms acceptable to the Op Sub and the Operating Partnership, each in its sole and absolute respective discretion.

(c)         Bridge Loan Financing . At or prior to the Closing, the Operating Partnership, REIT and OP Sub shall have obtained such bridge loan financing as may be acceptable to each of the foregoing parties, each in its sole and absolute respective discretion.

(d)         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.

(e)         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.

(f)         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.

(h)         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.

(i)         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.

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(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 Carlsbad 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, by written agreement acceptable to it, in its sole discretion, 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 at the time and place determined by the Operating Partnership and the OP Sub. The Operating Partnership will use reasonable efforts to notify each Contributor or its representative and such Contributor’s respective Unit Recipient of the Closing 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 shall have been waived by the party that benefits from such conditions), and this 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.” Notwithstanding receipt of any notice of the occurrence of an intended Closing or Closing Date, the Operating Partnership and the OP Sub have the right to extend the Closing Date as necessary to consummate the transactions contemplated herein, in their respective sole and absolute discretion. Contributor and such Contributor’s respective Unit Recipient acknowledge that notices of any proposed date for Closing the transactions contemplated herein are, by necessity, an estimate or intended Closing Date and such notices should not be relied up or be deemed an assurance that Closing will occur at all or that it will occur on the date specified in any notice. Contributor and such Contributor’s respective Unit Recipient acknowledge that occurrence of the Closing is subject to numerous variables and conditions beyond the control of the parties.

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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 Carlsbad Property, free and clear of Encumbrances, except Permitted Encumbrances under clause (i) of Section 2.1;

(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 duly executed acceptance of the Partnership Agreement; and

(b)        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 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

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of this Agreement. Notwithstanding anything to the contrary herein, the termination of this Agreement as to any one or more Contributors 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 Carlsbad Property to the OP Sub (or its designee), and waives any rights under that certain Tenants in Common Agreement dated February 12, 2006, and related documents, including, without limitation, the Call Agreement, entered into 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 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.

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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 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.

[signature pages – Contribution Agreement]

THE CONTRIBUTORS:

[executed by an authorized signatory]

Griffin Capital (Carlsbad Pointe) Investors, LLC

Griffin Capital (Carlsbad Pointe) Investor 1, LLC

Griffin Capital (Carlsbad Pointe) Investor 2, LLC

Griffin Capital (Carlsbad Pointe) Investor 3, LLC

Griffin Capital (Carlsbad Pointe) Investor 5, LLC

Griffin Capital (Carlsbad Pointe) Investor 10, LLC

Griffin Capital (Carlsbad Pointe) Investor 12, LLC

Griffin Capital (Carlsbad Pointe) Investor 14, LLC

Griffin Capital (Carlsbad Pointe) Investor 19, LLC

Griffin Capital (Carlsbad Pointe) Investor 20, LLC

Griffin Capital (Carlsbad Pointe) Investor 21, LLC

Griffin Capital (Carlsbad Pointe) Investor 22, LLC

Griffin Capital (Carlsbad Pointe) Investor 23, LLC

Griffin Capital (Carlsbad Pointe) Investor 24, LLC

Griffin Capital (Carlsbad Pointe) Investor 27, LLC

Griffin Capital (Carlsbad Pointe) Investor 29, LLC

THE UNIT RECIPIENTS:

[executed by an authorized signatory]

Croop Enterprises, Inc., a California Corporation

James Edwin Pon, as Trustee under The James Edwin Pon Revocable Living Trust dated July 22, 1997

3315 JAJ LLC

William W. Wilson

Michael G. Wilson & Laura E. Renaud-Wilson, as Trustees under Michael G. Wilson and Laura E. Renaud-Wilson Living Trust U/D/T dated August 17, 1988, as amended and restated October 16, 1998

Katherine O. Livernash and Thomas S. Livernash, as Trustees under Livernash Family 1990 Exemption Trust B

Jon Thomas Green, as Trustee under Jon Thomas Green Trust

Wayne Klenck & Carol Klenck, as Trustees under Klenck Living Trust dated January 24, 1987

Roger Finberg, as Trustee under The Finberg Trust of 1995 dated April 4, 1995

Hans Kruger, as Trustee under The Hans Kruger Trust

Richard C. Boulger & Juanita S. Boulger, as Trustee under Richard C. and Juanita S. Boulger Revocable Trust dated October 16, 1991

James V. Dusserre & Joanne C. Dusserre

Trust of James Rossi and Noreen Rossi, dated March 4, 1993

Peter J. Martinelli

Brian Brown & Victoria Brown

Griffin Capital Corporation, a California Corporation

Exhibit 10.2

TAX PROTECTION AGREEMENT

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2011 by and among THE GC NET LEASE REIT, INC. (the “REIT”), THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P. (the “Partnership”), each of the Contributors listed on Exhibit A (each a “Contributor” and collectively, the “Contributors”) and each of the Protected Partners listed on Schedule 2.1(a) (each a “Protected Partner” and, collectively, the “Protected Partners”).

WHEREAS, pursuant to that certain Contribution Agreement – Carlsbad Property, dated of even date herewith (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 Carlsbad Property, as identified in such Contribution Agreement, in exchange for the Protected Partners’ receipt of the total number of units of limited partnership interest in the Partnership (the “Units”) set forth on Exhibit B to the Contribution Agreement (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 hereto 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. Estimated initial Protected Gain assuming an April 15, 2011 closing 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 the Partnership Agreement.)

“ 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 in the Contribution Agreement as the Carlsbad Property; (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 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.

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“ 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 . 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;

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.

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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 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.

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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 Article 3) 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;

  (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

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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 Tax Protection Period, and (ii) it will not at any time, whether during or following the Tax 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 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

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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 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 a sufficient amount so that the Partner would be entitled to include in its adjusted tax basis of its Units Guaranteed Debt 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 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

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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 no 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 to 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 3.5;

  (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 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

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  (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 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

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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 Tax Protection Period that allocate liabilities of the Partnership for purposes of Section 752 and the Treasury Regulations thereunder shall treat each Partner Guarantor as being allocated for federal income tax purposes an amount of Partnership debt (including recourse debt allocated to such Partner pursuant to Treasury Regulations § 1.752-2 and 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 to other agreements with the Partnership) 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 Tax Protection 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

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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 in 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 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

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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.

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

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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 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

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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.

  (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,

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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.

[signature page – Tax Protection Agreement]

CONTRIBUTORS:

[executed by an authorized signatory]

Griffin Capital (Carlsbad Pointe) Investors, LLC

Griffin Capital (Carlsbad Pointe) Investor 1, LLC

Griffin Capital (Carlsbad Pointe) Investor 2, LLC

Griffin Capital (Carlsbad Pointe) Investor 3, LLC

Griffin Capital (Carlsbad Pointe) Investor 5, LLC

Griffin Capital (Carlsbad Pointe) Investor 10, LLC

Griffin Capital (Carlsbad Pointe) Investor 12, LLC

Griffin Capital (Carlsbad Pointe) Investor 14, LLC

Griffin Capital (Carlsbad Pointe) Investor 19, LLC

Griffin Capital (Carlsbad Pointe) Investor 20, LLC

Griffin Capital (Carlsbad Pointe) Investor 21, LLC

Griffin Capital (Carlsbad Pointe) Investor 22, LLC

Griffin Capital (Carlsbad Pointe) Investor 23, LLC

Griffin Capital (Carlsbad Pointe) Investor 24, LLC

Griffin Capital (Carlsbad Pointe) Investor 27, LLC

Griffin Capital (Carlsbad Pointe) Investor 29, LLC

THE PROTECTED PARTNERS :

[executed by an authorized signatory]

Croop Enterprises, Inc., a California Corporation

James Edwin Pon, as Trustee under The James Edwin Pon Revocable Living Trust dated July 22, 1997

3315 JAJ LLC

William W. Wilson

Michael G. Wilson & Laura E. Renaud-Wilson, as Trustees under Michael G. Wilson and Laura E. Renaud-Wilson Living Trust U/D/T dated August 17, 1988, as amended and restated October 16, 1998

Katherine O. Livernash and Thomas S. Livernash, as Trustees under Livernash Family 1990 Exemption Trust B

Jon Thomas Green, as Trustee under Jon Thomas Green Trust

Wayne Klenck & Carol Klenck, as Trustees under Klenck Living Trust dated January 24, 1987

Roger Finberg, as Trustee under The Finberg Trust of 1995 dated April 4, 1995

Hans Kruger, as Trustee under The Hans Kruger Trust

Richard C. Boulger & Juanita S. Boulger, as Trustee under Richard C. and Juanita S. Boulger Revocable Trust dated October 16, 1991

James V. Dusserre & Joanne C. Dusserre

Trust of James Rossi and Noreen Rossi, dated March 4, 1993

Peter J. Martinelli

Brian Brown & Victoria Brown

Griffin Capital Corporation, a California Corporation

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Exhibit 10.3

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

WARNING: BY EXECUTING AND RETURNING THIS AGREEMENT, YOU ARE REPRESENTING AND WARRANTING THAT YOU HAVE CONSULTED YOUR OWN LEGAL AND TAX ADVISORS WITH RESPECT TO THIS AGREEMENT AND THE TAX AND OTHER LEGAL RAMIFICATIONS OF A SALE OF THE INTEREST OF THE PROPERTY.

This PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is made and effective as of the date Buyer executes this Agreement (“Effective Date”), by and between The GC Net Lease (Carlsbad) Investors, LLC, a Delaware limited liability company (“Buyer”), and the parties described in Exhibit D attached hereto and by this reference made a part hereof, each a Delaware limited liability company (each a “Seller” and collectively, “Seller”), with reference to the facts set forth below. All terms with initial capital letters not otherwise defined herein shall have the meanings set forth in Exhibit B herein.

RECITALS

Sellers, in a tenancy-in-common ownership structure, previously purchased the land and improvements consisting of a certain office, research and development facility located at 5781 Van Allen Way, Carlsbad, California (legally described in Exhibit “A” attached hereto and incorporated by reference herein), which includes the land and improvements, together with all appurtenant easements, rights, and privileges, used or useful or connected with the beneficial use and enjoyment of the land and improvements, including, without limitation, all intellectual and intangible rights associated therewith and all of Seller’s right, title and interest in the Lease and any contracts, guarantees, licenses, approvals, permits, names, marks, and intellectual property, all the foregoing being hereinafter collectively referred to herein as the “Property”;

Sellers desire to sell an undivided interest in the Property to Buyer and Buyer desires to buy an undivided interest in the Property from Sellers on the terms and conditions set forth in this Agreement;

The Property is subject to the Loan and Buyer shall acquire the Property subject to the Loan;

Buyer is offering Sellers the opportunity to enter into a so-called “721 Exchange” transaction for all or a portion of their respective equity interest in the Property, whereby participating Sellers will receive Units of limited partnership interests in The GC Net Lease REIT Operating Partnership, L.P., a Delaware limited partnership (in lieu of receiving the Cash Portion of the compensation contemplated herein) for their equity interest in the Property (“Exchange Option”). Such offering for the Exchange Option is made pursuant to and in accordance with the terms and conditions set forth in the Contribution Agreement and any ancillary documentation entered into with respect thereto, the Prospectus dated November 6, 2009 (“Prospectus”), as modified by Supplement 14 dated January 20, 2011 to the Prospectus dated November 6, 2009 (the “Supplement”), together with the Confidential Supplemental Offering Memorandum dated March 9, 2011 (“Offering Memorandum”). The Contribution Agreement, Prospectus, Supplement and the Offering Memorandum are herein collectively referred to as the “Offering Materials”.

Concurrently, Buyer and Sellers are entering into various Transaction Documents in connection with the transactions contemplated herein.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.

1.1. Recitals . The Recitals to this Agreement are hereby incorporated by referenced as though fully set forth herein.

1.2 Purchase, Sale and Purchase Price . In consideration of the covenants herein contained, Sellers hereby agree to sell, and Buyer hereby agrees to purchase, the percentage interest in the Property of each Seller as such percentage interest is indicated in Exhibit D opposite each Seller’s name (“Buyer’s Interest”) at a purchase price (“Purchase Price”) in an aggregate amount approximately equal to $56,000,000 of which a portion shall be Cash (“Cash Portion”) paid into the escrow created by this Agreement (“Escrow”), or alternatively, if and to the extent a Seller has elected to participate in the Exchange Option, in lieu of the Cash Portion of the Purchase Price as to which any Seller has elected to apply to the Exchange Option, Seller shall receive Units of limited partnership interests. Any remainder of the Purchase Price shall be paid through the assumption of each Seller’s prorata portion of the Loan at the balance of the Loan existing as of the Closing Date.

1.3. Payment . Buyer shall pay the Purchase Price as follows:

1.3.1 Cash Portion of the Purchase Price . Subject to Section 1.3.3 below, Buyer shall deposit an amount equal to the Cash Portion of the Purchase Price, and plus the amount, if any, required of Buyer under Section 4 or any other provision of this Agreement, in immediately available funds, at the close of Escrow.

1.3.2 Units Received in Connection with Exchange Option . To the extent any Seller is participating in the Exchange Option, Units of limited partnership interests as evidenced by the Contribution Agreement(s) entered into in connection with the Exchange Option, and pursuant to the terms of the Partnership Agreement of the Partnership.

1.3.3. Note and Mortgage/Deed of Trust . With respect to the remaining balance of the Purchase Price (“Loan Portion”), Buyer shall assume, or take title subject to, the Loan, at the close of Escrow.

1.4 Buyer’s Deliveries . Buyer shall execute, acknowledge (where appropriate) and deposit into Escrow (i) this Agreement, (ii) the Transaction Documents, to the extent Buyer is a party thereto, (iii) including, without limitation, the Loan Assumption Documents and (iii) such other documents as may be required by the Lender or the Escrow Agent (as identified in the signature page hereto).

1.5. Buyer’s Right to Examine . Buyer shall have the right, at all times prior to closing of the transactions contemplated herein, to examine any operating files maintained by Seller’s agent in connection with the Loan, leasing, operation and maintenance of the Property.

2. Opening and Close of Escrow .

2.1         Opening of Escrow . Upon execution of this Agreement by all parties, Buyer shall open Escrow by depositing with the Escrow Agent a fully executed original of this Agreement for use as escrow instructions. The Escrow Agent shall execute the Consent of Escrow Agent at the end of this Agreement and deliver a fully executed consent to Buyer. Buyer shall in turn, provide a fully executed copy of this Agreement to Seller. Buyer and Sellers agree to execute additional escrow instructions not inconsistent with the terms of this Agreement reasonably required by the Escrow Agent. If there is any inconsistency between the provisions of any such additional escrow instructions and this Agreement as to Buyer’s and Seller’s transactions, the provisions of this Agreement shall control.

2.2         Seller’s Deliveries . Prior to the close of Escrow, each Seller shall execute, acknowledge (where appropriate) and deposit into Escrow applicable certificates regarding federal and state withholding taxes and a grant deed, limited warranty deed or other appropriate transfer document (“Grant Deed”), in form as approved by Buyer, conveying title to Buyer, along with the Loan Assumption Documents, the Transaction Documents to the extent Seller is a party thereto, and such other documents and agreements as Buyer or Lender shall reasonably require in connection with the Closing of the transactions contemplated herein.

2.3         Close of Escrow . Escrow shall close on or before the date (the “Closing Date”) upon which Buyer determines that (x) all Sellers which currently own the Property are prepared to close the respective transactions applicable to each (i) by filing for record the Grant Deed, recording the Termination Agreements for the Tenants in Common Agreement and Call Agreement, and the Loan Assumption Documents, delivery of the termination of Asset Management Agreement, Consent of each Seller to the sale of the Property and such other such documents as may be necessary to procure Buyer’s Title Policy (as defined below), and (ii) delivering funds and documents as set forth in Section 5 WHEN AND ONLY WHEN (a) all funds and instruments required pursuant to Sections 1 and 2 have been delivered to the Escrow Agent; and (b) each of the conditions set forth in Section 3 has been, or upon such closing shall be, satisfied or waived as provided for in Section 3; (y) Lender has approved the closing of the Loan Assumption; provided, however, that Buyer may extend the Closing Date for such additional periods as required to effect the closing so long as Buyer is diligently proceeding with the close of Escrow as of the Closing Date; and (z) Buyer has satisfied all conditions of any other lender providing funds to Buyer for purposes of consummating the acquisition of the interest of all Sellers’ in the Property. Escrow Agent is authorized to close escrow only if and when: (i) Escrow Agent has received all items required to be delivered pursuant to the terms hereof; and (ii) Title Company can and will issue a single Title Policy for all of the Property owned by Sellers.

2.4         Failure to Close . If this Agreement is terminated as a result of a failure of the Buyer’s Condition (i) Buyer and Sellers shall promptly execute and deliver any cancellation instructions reasonably requested by the Escrow Agent; (ii) Buyer and Sellers shall be released from their obligations under this Agreement, other than any obligations of the parties that survive the termination of this Agreement. If all conditions to the close of Escrow have been satisfied or waived by the Closing Date, as extended at the option of Buyer, as contemplated herein, and Buyer fails to close Escrow, Seller, as its sole remedy, shall be entitled to terminate this Agreement and, upon such termination, Buyer and Sellers shall be released from all obligations under this Agreement.

2.5         Real Estate Reporting Person . If an to the extent applicable, Escrow Agent is designated the “real estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transactions contemplated by this Agreement, Escrow Agent shall file Form 1099 information return and send the statement(s) to Sellers as required under the aforementioned statute and regulation.

3.1         Closing Conditions . This Agreement and the obligations of the parties hereunder are subject to satisfaction or waiver (by the party in whose favor the condition precedent has been established) of all the conditions precedent set forth below.

3.1.1.         Review of Preliminary Report . Prior to the date hereof, Buyer will receive from Escrow a Title Report (as defined below) to review and retain for their records. If any new exceptions to title appear of record prior to the Closing Date, the Escrow Agent shall deliver to Buyer a supplemental report (“Supplemental Report”) issued by the Title Company. If Buyer objects to any items on the Title Report or Supplemental Report that will not be removed at closing within three (3) days of receipt of either report, Buyer must notify the Escrow Agent in writing. If any additional items appear that are not the result of an act, omission or negligence of Sellers, then Buyer’s only remedy is to terminate Escrow and, if Buyer does not so elect to terminate Escrow, Buyer shall be deemed to have consented to any such new exceptions to

title. If Buyer delivers notice of its election to terminate pursuant to this Section 3.1.1, then this Agreement shall terminate and Buyer shall have no further obligation to Seller hereunder.

3.1.2.     Title Insurance . Sellers shall provide a new title policy to Buyer conveying title to one hundred percent (100%) of the Property subject only to the Permitted Exceptions, as hereinafter defined (“Title Policy”), in an amount that is not less than the amount of the Purchase Price, or such increased amount as Buyer shall desire, insuring title to Buyer’s Interest. Buyer shall take title to the Property subject to the exceptions (as approved by Buyer, in its sole discretion) (the “Permitted Exceptions”). At Buyer’s election, the Title Company must be prepared to irrevocably and unconditionally committed to issue at closing one (1) title insurance policy to Buyer for the fee simple interest all of the Sellers of the Property (in lieu of separate policies from each tenant in common owner of the Property constituting Sellers), insuring title subject only to such exceptions as Buyer has expressly approved, and with such endorsements as Buyer may reasonably require.

3.1.3.     Approval of Loan Assumption . Lender shall have approved Buyer’s assumption of the Loan with respect to Buyer’s Interest, and the interest of all Sellers being acquired simultaneously.

3.1.4.     Buyer’s Condition . Anything contained in this Agreement to the contrary notwithstanding, Buyer’s agreement to acquire the Property is expressly subject to and contingent upon Buyer being able to complete the acquisition of a one hundred percent fee simple (100%) interest in the Property from all of the Sellers currently holding title, upon such terms and conditions as are acceptable to Buyer in its sole and absolute discretion (including, without limitation, obtaining and funding financing on terms acceptable to Buyer, in its sole discretion) (“Buyer’s Condition”). Sellers acknowledge that such condition involves consummating numerous tax-deferred exchanges pursuant to Section 721 of the Internal Revenue Code and acquisition of the remainder of the Property from parties that are not exchanging, or are exchanging in part and selling the remainder of their interest to Buyer. Accordingly Buyer shall have no obligation to close the transaction unless and until all of such sales, exchanges and partial sale/partial exchanges occur simultaneously, and upon such terms and conditions as are acceptable to Buyer and Lender in their respective sole discretion. If Buyer determines, in its sole and absolute discretion, that closing is unlikely to occur, Buyer may terminate this Agreement at any time.

3.1.5.     Estoppel . If required by Lender, Buyer shall have received, at least three (3) days prior to closing, an executed estoppel certificate from the tenant of the property, in form satisfactory to Lender.

3.1.6     Seller’s Representations/ No Default . Each and every representation and warranty of Seller set forth herein shall be true, correct and complete as of the Closing Date, and Seller shall not be in default under any, and shall have otherwise performed in full all, of its obligations to be performed by Seller under this Agreement as of the Closing Date, including, without limitation, delivering all of the documents contemplated herein. Sellers shall not have filed any (or have had filed against it or any of them) any proceeding in bankruptcy, receivership or any similar proceeding.

3.1.7     No Transfer of Interest . Except to the extent permitted herein, prior to the Closing Date, Sellers have not and shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein or in the entity which constitutes a constituent entity of, or party in, any Seller.

3.2         Failure of Conditions Precedent . The Conditions to Closing set forth herein are for Buyer’s benefit and may only be waived by Buyer, provided that no such waiver shall be deemed effective unless made in writing and signed by Buyer. In addition, Buyer may terminate this Agreement at any time if the tenant of the Property elects to exercise its purchase option under the Lease, and by its execution hereof, Seller acknowledges and consents to the assignment of the purchase option to Buyer. This consent by Seller shall survive the termination of this Agreement.

4.1         Buyer’s Fees and Costs . Buyer will pay (i) the Escrow Agent’s fee attributable to the closing of the Loan assumption (ii) all document recording charges, (iii) the cost of the Title Policy and any title endorsements Buyer or Lender requests to the Title Policy, (iv) any assumption fee charged by the Lender up to 1% of the loan amount assumed, along with loan processing fees, escrow coordinating and Lender legal fees, and (v) city/county documentary transfer tax or similar charge in the amount the Escrow Agent determines to be required by law, but only to the extent the same exceeds the aggregate sum of Sixty Two Thousand Five Hundred and 00/100 Dollars ($62,500), such excess to be determined and paid ratably over all Sellers based on percentage of ownership of fee simple interest. If Escrow fails to close due to Buyer’s Default under this Agreement, Buyer shall pay all escrow cancellation and title charges.

4.2         Seller’s Fees and Costs . Each Seller shall pay (i) the cost of Escrow Agent’s fee attributable to the sale of such Seller’s fee simple interest in the Property; (ii) city/county documentary transfer tax or similar charges in the amount the Escrow Agent determines to be required by law (ratably by percentage of ownership percentage of ownership interest, up to a maximum of Sixty Two Thousand Five Hundred and 00/100 Dollars($62,500.00)), and (iii) in the event any Seller elects to enter into a so-called “1031 exchange” transaction, any additional escrow cost imposed on the Seller so electing by the Escrow Agent in connection therewith.

4.3         Legal Costs . Each party shall bear the expense of its own counsel.

5.1         Deposit of Funds . After Opening of Escrow, all Cash, if any, received hereunder by the Escrow Agent shall be held until the close of Escrow and kept on deposit with other escrow funds in the Escrow Agent’s general escrow account(s), in any state or national bank, and may be transferred to any other such general escrow account(s).

5.2         Disbursements . At the close of Escrow, the Escrow Agent will deliver or wire transfer (i) to each Seller, or their respective order, the allocable amount of the Cash Portion of the Purchase Price (based on each Seller’s respective ownership percentage and reduced by any portion allocated to (a) the Exchange Option) and (b) disposition fees and commissions paid to securities broker dealers or fees paid to investment advisors engaged by any Seller if Seller has elected to participate in the Exchange Option, plus or minus any proration or other credits to which the parties will be entitled hereunder (such credits and prorations to consist solely of the rental payment due from the tenant of the Property and debt service payments), and (ii) to Buyer, or order, any excess funds theretofore delivered to the Escrow Agent by Buyer. All other disbursements by the Escrow Agent shall be made by checks of the Escrow Agent. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs, proration shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three-hundred-sixty-five (365) days per year, provided, however, no prorations shall be made for direct expense items paid by the tenant of the property. Insurance shall not be prorated. Except as expressly set forth in this Agreement, all items of income and expense which accrue for the period prior to the Closing will be for the account of Seller and all items of income and expense which accrue for the period after Closing will for the account of Buyer. The balance of any operating reserve held by Seller’s agent may be distributed through the Escrow on a prorata basis, provided any Seller receiving such distribution through escrow hereby represents and warrants that it is the authorized party entitled to such distribution and shall indemnify, defend and hold harmless Buyer from any claims with respect thereto. The provisions of this Section 12 shall survive closing.

5.3         Recorded Documents . The Escrow Agent will cause the County Recorder to mail the Grant Deed and any other recorded document, after recordation, to Buyer. The Escrow Agent will, at the close of Escrow, deliver to each Seller, as the same pertains to its interest, a copy (conformed to show recording date) of its Grant Deed and each document recorded to clear title to place title in the condition required by the Agreement.

5.4         Unrecorded Documents . At the close of Escrow, the Escrow Agent will deliver by United States mail (or will hold for personal pickup, if requested) each unrecorded document received hereunder by the Escrow Agent to the payee or person (i) acquiring rights under such document, or (ii) for whose benefit such document was acquired.

6.           Default . If Escrow fails to close due to Buyer’s Default, each Seller’s sole remedy shall be to terminate this agreement. If Escrow fails to close due to Seller’s default, or if any of Seller’s covenants, representations, or warranties are not true and correct as of Closing, then Buyer, in addition to any other right or remedy at law or in equity, shall be entitled to specific performance of Seller’s obligation to convey the Property.

7.1         No Concern of the Escrow Agent . The Escrow Agent shall have no concern with, or liability or responsibility for, this Section.

7.2         Purchase As-Is . BUYER REPRESENTS AND WARRANTS THAT IT IS RELYING SOLELY ON ITS OWN INSPECTIONS, INVESTIGATIONS AND ANALYSES OF THE PROPERTY IN ENTERING INTO THIS AGREEMENT AND BUYER IS NOT RELYING IN ANY WAY ON ANY REPRESENTATIONS, STATEMENTS, AGREEMENTS, WARRANTIES, STUDIES, REPORTS, DESCRIPTIONS, GUIDELINES OR OTHER INFORMATION OR MATERIAL FURNISHED BY SELLERS OR THEIR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, EXPRESS (EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN) OR IMPLIED OF ANY NATURE WHATSOEVER REGARDING ANY SUCH MATTERS AND IS BUYING BUYER’S INTEREST IN AN “AS-IS” CONDITION. BUYER IS A SOPHISTICATED, EXPERIENCED INVESTOR AND WILL RELY ENTIRELY ON ITS REVIEW OF THE PROPERTY. BUYER ACKNOWLEDGES THAT SELLERS HAVE LIMITED KNOWLEDGE REGARDING THE CONDITION OF THE PROPERTY. ANYTHING TO THE CONTARY CONTAINED HEREIN NOTWITHSTANDING, THE FOREGOING SHALL NOT RELIEVE SELLERS OF LIABILITY FOR ANY BREACH OF ANY COVENANT, REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH HEREIN.

8.           Seller Representations and Warranties . Each Seller hereby represents and warrants to Buyer that the following are true and correct on the date of this Agreement, and shall be true and correct as of the Closing Date.

8.1.         Interest Free and Clear . Sellers represent and warrant that the Property will be conveyed to Buyer free and clear of any lien or encumbrance except (i) such items Buyer indicates are approved on the Title Report or Supplemental Title Report; (ii) the Loan and the Loan Assumption Documents, and that except for the Loan, Buyer has not encumbered its interest in the Property (or in the entity which owns the Property). The party executing this Agreement or any other agreement contemplated under this agreement on behalf of each Seller represents and warrants that it/he/she is authorized to execute and deliver this Agreement and no consent or approval of any other party is required in connection with the transactions contemplated herein. No Seller has filed nor to any Seller’s knowledge, been the subject of any filing of a petition under federal bankruptcy law or any federal or state insolvency laws or laws for compromise of indebtedness or for the reorganization of debtors, nor has any Seller transferred its interest, or any underlying interest in Seller, in contravention of any law, ordinance, covenant, agreement, representation or warranty including without limitation, the Loan Documents. The execution and delivery of this Agreement and the consummation of the transactions set forth herein have been authorized pursuant to all requisite limited liability company or other action and will not violate (i) any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to any Seller or the articles of organization, certificate of formation, operating agreement, limited liability company agreement, or any other organizational document of Sellers (or those of any constituent entity of Seller) or (ii) result in a breach of or constitute a default under any indenture, agreement, lease or instrument to which any Seller is a party or by which the Property may be bound or affected. Each Seller consents to the transfer and conveyance of the undivided interest of the other Sellers in the Property to Buyer and waives any rights under the Tenants in Common Agreement and related documents, including, without limitation, the Call Agreement, entered into 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.

8.2.         Authority To Transact . Each Seller is validly organized and in good standing and authorized to business in the State of California. Each Seller, which for purposes of this Section 8.2 includes its partners, members, stockholders, trustees, and any other constituent entities or persons, overseers, trustees, shareholders, and senior executive officers) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Department of Treasury Office of Foreign Asset Control at its official website, http://www.treas.gove/ofac/t11 or any replacement website or other replacement official publication of such list, and to each Seller’s actual knowledge, none of the partners, members, principal stockholders and any other constituent entities or persons of such Seller have been designated as a “specifically designated national and blocked person” on the most current list of published by the U.S. Department of Treasury Office of Foreign Asset Control at its official website, http://www.treas.gove/ofac/t11 or any replacement website or other replacement official publication of such list; and Seller is not in violation of compliance with the regulations of the Office of Foreign Asset Control of the Department of Treasury and any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or any other governmental action relating thereto.

8.3          Binding Agreement . This Agreement is, and all the documents executed by Sellers which are to be delivered to Buyer at the Closing, will be, duly authorized, executed and delivered by Sellers, and Sellers have consented to the sale of the Property and waived any right of first refusal, option to purchase, or other rights associated with the tenancy in common form of ownership. The obligations contained in this Agreement are and will be legal, valid and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms (except to the extent such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other similar principles affecting creditor’s rights). To each Seller’s actual knowledge, there is no threatened claim or litigation that arises out of Seller’s ownership or sale of the Property which might adversely affect the Property, the use thereof, or Seller’s ability to perform its obligations hereunder.

8.1.2       Indemnity . Each and every representation and warranty of Sellers set forth herein shall be true, correct and complete in all respects as of the Closing Date. Each Seller hereby agrees to indemnify, defend and hold harmless Buyer and all of its limited partners, general partners, officers, directors, affiliates and advisors from any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that they may incur by reason of such Seller’s failure to fulfill all of the terms and conditions of this Agreement or by reason of the untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents such Seller has furnished to any of the foregoing in connection with the transactions described herein. This indemnification includes, but is not limited to, any damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by Buyer, or any of its members, managers, officers, directors, affiliates or advisors defending against any alleged violation of federal or state securities laws which is based upon or related to any untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents that Buyer has furnished to any of the foregoing in connection with this transaction.

8.2.         Compliance . Within five (5) days after receipt of a written request from Buyer, each Seller agrees to provide such information and to execute and deliver such documents as may be reasonably necessary to comply with any and all laws and regulations to which Buyer or Sellers are subject, and Seller further agrees to execute and deliver such documents and agreement as may reasonably required to close the transactions described herein.

8.3         Survival . The representations and warranties of Sellers set forth herein above shall not merge into any instrument or conveyance delivered at the Closing and shall survive the close of Escrow or termination of this Agreement.

9.1 Interpretation . The use herein of (i) the neuter gender includes the masculine and the feminine, and (ii) the singular number includes the plural, whenever the context so requires. Captions in this Agreement are inserted for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or any of the terms hereof. All exhibits referred to herein and attached hereto are incorporated by reference. This Agreement, together with the other Transaction Documents, contain the entire agreement between the parties relating to the transactions contemplated hereby, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not be construed to make the parties hereto partners or joint venturers, or to render either party liable for any debts or obligations of the other, it being the intention of the parties to merely create the relationship of Seller and Buyer with respect to the Property to be conveyed as contemplated hereby. The making, execution and delivery of this Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.

9.2 Modification . No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement thereof is or may be sought.

9.3 Cooperation . Buyer and Sellers acknowledge that it may be necessary to execute documents other than those specifically referred to herein to complete the acquisition of Buyer’s Interest as provided herein. Buyer and each Seller agree to cooperate with each other by executing such other documents or taking such other action as may be reasonably necessary to complete the transaction contemplated herein in accordance with the parties’ intent evidenced in this Agreement. Each Seller acknowledges and agrees that it is hereby granting Buyer the authority to finalize the Loan Assumption Documents and that Seller’s asset manager is authorized to make changes to such documents and to the Transaction Documents and other documents contemplated hereunder as necessary to accomplish the Closing of the Transaction, including, without limitation, the closing statement for the assumption of the Loan, execution deficiencies, updating or inserting figures which must be adjusted by reason of the Closing Date of the transaction being uncertain at the time of the execution hereof, and changes required due to any Seller electing to participate in, or increase or decrease its participation percentage in the Exchange Option.

9.4 Assignment of Rights and Interests . To the extent that Sellers have a right or interest, and to the extent those rights or interests are assignable, each Seller hereby assigns, on a non-exclusive basis, Sellers’ rights and interest in any third party representations, warranties, indemnities and guaranties with respect to the Property. Such third party representations, warranties, indemnities and guaranties to be assigned on a non-exclusive basis may include, without limitation, any and all rights and interests relating to (a) work performed by third parties on or at the Property, and (b) the contracts Sellers (or their asset manager) entered into with respect to the Property. This provision shall survive the close of Escrow.

9.5 Assignment . No Seller shall assign its rights under this Agreement, except to its accommodator and in such case, subject to the conditions set forth herein, without first obtaining Buyer’s written consent, which consent may be withheld in Buyer’s sole and absolute discretion and is subject to the approval of Lender. No such assignment shall operate to release the assignor thereunder from the obligation to perform all obligations of Seller hereunder or a release of any Seller or any guarantor under the Loan from its obligations under the Loan Documents.

9.6 Notices . Unless otherwise specifically provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be addressed as follows:

If to Sellers, to the

parties listed in Ex. D:

c/o Griffin Capital

2121 Rosecrans Avenue, Suite 3321

El Segundo, California 90245

Tel: (310) 606-5900

If to Buyer, to the address listed under Buyer’s name on the signature page to this Agreement.

Any party may change such address by written notice to the Escrow Agent and the other party. Unless otherwise specifically provided for herein, all notices, payments, demands or other communications given hereunder shall be deemed to have been duly given and received (i) upon personal delivery or (ii) as of the third Business Day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth above, or (iii) the date of receipt after deposit with FedEx or other similar overnight delivery system, specifying receipted delivery.

9.7 Eminent Domain . If, prior to the close of Escrow, all of the Property is taken or appropriated by any public or quasi-public authority under the power of eminent domain or Sellers receive actual notice of any pending or threatened condemnation proceedings affecting all of the Property, then Buyer may terminate this Agreement without further liability hereunder. In the event of a partial taking of the Property or the threatened partial taking of the Property with respect to which any Seller has received actual notice that materially and adversely affects the ability to operate the Property for the purposes it is currently operated, then Buyer may elect to either (a) terminate this Agreement or (b) purchase the Buyer’s Interest with a reduction in the Purchase Price in an amount equal to the condemnation award actually received by Buyer from the condemning authority with respect to Seller’s Interest. In the event of a threatened taking or a lack of finality of any proceedings to determine the award in an actual taking, Escrow shall close and Sellers shall assign to Buyer its interest in any condemnation award with respect to Buyer’s Interest made by the governmental entity.

9.8 Loss or Damage . Buyer shall have no right to terminate this Agreement in the event of any loss or damage to the Property, provided that Buyer shall have the right to receive an assignment of any insurance proceeds received by Seller with respect to such loss upon the close of Escrow.

9.9 Periods of Time . All time periods referred to in this Agreement include all Saturdays, Sundays and state or United States holidays, unless Business Days are specified, provided that if the date or last date to perform any act or give any notice with respect to this Agreement falls on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding Business Day.

9.10 Counterparts . This Agreement and any other document or agreement executed in connection with the transactions contemplated hereunder may be executed in two or more counterparts, each of which shall be deemed an original and all of which when taken together shall be deemed fully executed originals. Signature pages to this Agreement (or any other document executed in connection with the transactions contemplated hereunder) may be detached from any copy of the agreement in question without impairing the legal effect of any signatures or notaries thereon, and may be attached to another counterpart of the agreement in question identical in form, but having attached to it additional signature pages.

9.11     Joint and Several Liability . If any party consists of more than one person or entity, the liability of each such person or entity signing this Agreement shall be joint and several.

9.12     Choice of Law . This Agreement shall be construed and enforced in accordance with internal the laws of the State of California, without regard to conflict of laws principles.

9.13     Third Party Beneficiaries . Buyer and Seller do not intend to benefit any party (including any other Tenants in Common) that is not a party to this Agreement and no such party shall be deemed to be a third party beneficiary of this Agreement or any provision hereof.

9.14     Severability . If any term, covenant, condition, provision or agreement herein contained is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, such fact shall in no way affect the validity or enforceability of the other portions of this Agreement.

9.15     Binding Agreement . Subject to any limitation on assignment set forth herein, all terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective legal representatives, successors and assigns.

9.16     ARBITRATION OF DISPUTES .

9.16.1 ALL CLAIMS SUBJECT TO ARBITRATION . ANY DISPUTE, CONTROVERSY OR OTHER CLAIM ARISING UNDER, OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY AMENDMENT THEREOF, OR THE BREACH OR INTERPRETATION HEREOF OR THEREOF, SHALL BE DETERMINED AND SETTLED BY BINDING ARBITRATION IN THE CITY OF LOS ANGELES, STATE OF CALIFORNIA, IN ACCORDANCE WITH THE CALIFORNIA CIVIL CODE AND CODE OF CIVIL PROCEDURE, AND THE RULES AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION. THE PREVAILING PARTY SHALL BE ENTITLED TO AN AWARD OF ITS REASONABLE COSTS AND EXPENSES INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES. ANY AWARD RENDERED THEREIN SHALL BE FINAL AND BINDING ON EACH AND ALL OF THE PARTIES THERETO AND THEIR PERSONAL REPRESENTATIVES, AND JUDGMENT MAY BE ENTERED THEREON IN ANY COURT OF COMPETENT JURISDICTION.

9.16.2 WAIVER OF LEGAL RIGHTS . BY INITIALING IN THE SPACE BELOW, THE PARTIES ACKNOWLEDGE AND AGREE TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS ARTICLE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED UNDER CALIFORNIA LAW AND THAT THEY ARE WAIVING ANY RIGHTS THEY MAY POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR BY JURY TRIAL. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE WAIVING THEIR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THIS SECTION. IF EITHER PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER EXECUTION OF THIS AGREEMENT AND INITIALING BELOW, SUCH PARTY MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. EACH PARTY’S AGREEMENT TO THIS SECTION IS VOLUNTARY. THE PARTIES HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS SECTION 8 TO NEUTRAL ARBITRATION.

SEE ATTACHED FOR INITIAL BLOCKS

9.17     ACCEPTANCE OR REJECTION OF BUYER’S OFFER . THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER OF ANY KIND BY BUYER AND SHALL NOT BIND BUYER UNLESS DULY EXECUTED AND DELIVERED BY BOTH BUYER AND SELLER.

9.18     Broker’s Commission . Seller and Buyer each represent and warrant to the other party that no brokerage, finder’s fee or other compensation is due and payable with respect to the transaction contemplated herein arising out of any action or representation by such party other than (a) the disposition fee payable to Seller’s asset manager, which shall be paid by Seller at its sole cost and expense; and (b) any commission associated with the sale or redeployment of equity in the Property and payable to the party identified in Exhibit C attached hereto and by this reference, made a part hereof

(“Advisor”), which shall be paid by Seller pursuant to separate written agreement. Each of Seller and Purchaser shall indemnify, defend and hold the other party harmless from and against any loss, damages, costs and expenses (including, but not limited to, attorneys’ fee and costs) incurred by such party by reason of any breach or inaccuracy of its representations and warranties contained in this Section 9.18.

9.19     Tax Deferred Exchange Cooperation . Any Seller may elect to exchange the Property for other property in a transaction qualifying under Internal Revenue Code Section 1031. Buyer and Seller agree that Buyer will reasonably cooperate with Seller to effectuate such exchange, at Seller’s sole cost and expense, so long as (a) such electing Seller does not delay the closing of the transactions contemplated herein; and (b) Buyer’s Lender does not disapprove of the same. Any Seller electing to enter into such an exchange agrees to indemnify, defend and hold Buyer harmless for any loss, damage, claim or liability to the extent arising out of Buyer’s agreement to permit performance by an accommodation party. Upon designation of an accommodation party, Buyer shall render performance of all of its obligations to the accommodation party. Assignment of Seller’s obligations hereunder shall be subject to the approval of any lender of Buyer.

9.20     Recordation . This Agreement shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach to this Agreement, subject, nevertheless, to any statutory reporting requirements of Buyer.

9.21     Attorneys’ Fees . If any action is brought by either party against the other party, relating to or arising out of this Agreement, the transactions described herein or the enforcement hereof, or with respect to a breach of a representation or warranty hereunder, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term ‘attorneys’ fees’ or ‘attorneys’ fees and costs’ means the fees and expenses of counsel to the parties hereto, which may include printing, photostating, duplicating and other expenses, air freight charges, fees billed for law clerks, paralegals, and other person not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtain in any proceeding. The provisions of this Section 9.21 shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

9.22     Further Assurances . Sellers shall promptly (1) cure any defects in the execution and delivery of any documents to be provided in connection with this transaction, (2) provide, and to cause each constituent entity in Seller to provide, Lender and Buyer such additional information and documentation on Sellers and each legal or beneficial owner of Sellers, policies, procedures and sources of funds as Lender deems necessary or prudent to enable Lender to comply with Anti-Money Laundering Laws as now in existence or hereafter amended, and (3) execute and deliver, or cause to be executed and delivered, all such other documents, agreements and instruments as Lender or Buyer may reasonably request to correct any omissions in the documents to be provided hereunder, including, without limitation, those needed, to perfect, protect or preserve any Liens created under any of the Loan Documents, or to make any recordings, file any notices, or obtain any consents, as may be necessary or appropriate in connection therewith.

[Signatures on following page]

IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date.

BUYER:

THE GC NET LEASE (CARLBAD) INVESTORS, LLC

a Delaware limited liability company

By:  Griffin Capital Corporation

Its:   Sole Member

By: /s/ Kevin A. Shields

Name: Kevin A. Shields

Its: CEO

Dated: May 13, 2011 (“Effective Date”)

CONSENT OF ESCROW AGENT

The undersigned Escrow Agent hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Agent under the Agreement and (iii) be bound by the Agreement in the performance of its duties as Escrow Agent; provided, however, the undersigned shall have no obligations, liability or responsibility under (i) this Consent or otherwise unless and until the Agreement, fully signed by the parties, has been delivered to the undersigned or (ii) any amendment to the Agreement unless and until the same shall be accepted by the undersigned in writing.

Dated: May 13, 2011 (the “Opening of Escrow”)

CHICAGO TITLE COMPANY

(“Escrow Agent”)

Exhibit 10.4

L EASE A GREEMENT

made by and between

the parties shown on Exhibit E attached hereto,

and

INVITROGEN CORPORATION,

a Delaware Corporation

dated as of

February 8, 2006

T ABLE OF C ONTENTS

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THIS LEASE AGREEMENT made as of the 8th day of February, 2006, by and between the parties shown on Exhibit E attached hereto, each having its principal mailing address at c/o Griffin Capital Corporation, as agent, having an office at 2321 Rosecrans, Suite 3290, El Segundo, California 90245 (“Landlord”), and Invitrogen Corporation, a Delaware corporation, having its principal office at 1600 Faraday Avenue, Carlsbad, California 92008 (“Tenant”).

In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant, intending to be legally bound, hereby covenant and agree as follows:

1.         Demise of Premises. Landlord hereby demises and leases to Tenant and Tenant hereby takes and leases from Landlord for the term and upon the provisions hereinafter specified the following described property (“Leased Premises”) commonly known as 5781 Van Allen Way, Carlsbad, California: (i) the lot or parcel of land described in Exhibit A attached hereto and made a part hereof, together with the easements, rights and appurtenances thereunto belonging or appertaining (“Land”); (ii) the buildings, structures and other improvements on the Land (collectively, the “Improvements”); and (iii) the machinery and equipment which is attached to the Improvements in such a manner as to become fixtures under applicable law, together with all additions and accessions thereto, substitutions therefor and replacements thereof permitted by this Lease (collectively, “Equipment”), excepting therefrom the Trade Fixtures, as defined below.

2.         Certain Definitions.

“Additional Rent” shall mean Additional Rent as defined in Paragraph 32.

“Additions to Purchase Price” has the meaning set forth in Paragraph 13(b)(i)(B).

“Adjoining Property” shall mean all sidewalks, curbs, gores and vault spaces adjoining the Leased Premises.

“Alteration” or “Alterations” shall mean any or all changes, additions (whether or not adjacent to or abutting any then existing buildings), expansions (whether or not adjacent to or abutting any then existing buildings), improvements, reconstructions, removals or replacements of any of the Improvements or Equipment, both interior or exterior, and ordinary and extraordinary.

“Basic Rent” shall mean Basic Rent as defined in Paragraph 6.

“Basic Rent Payment Dates” shall mean the Basic Rent Payment Dates as defined in Paragraph 6.

“Commencement Date” shall mean the Commencement Date as defined in Paragraph 5.

“Condemnation” shall mean a Taking and/or a Requisition.

“Default Rate” shall mean the Default Rate as defined in Paragraph 19(b)(iv).

“Equipment” shall mean the Equipment as defined in Paragraph 1.

“Event of Default” shall mean an Event of Default as defined in Paragraph 19(a).

“Full Replacement Cost” has the meaning set forth in Paragraph14(a).

“Impositions” shall mean the Impositions as defined in Paragraph 8.

“Improvements” shall mean the Improvements as defined in Paragraph 1.

“Insurance Requirement” or “Insurance Requirements” shall mean, as the case may be, any one or more of the terms of each insurance policy required to be carried by Tenant under this Lease and the requirements of the issuer of such policy, and whenever Tenant shall be engaged in making any Alteration or Alterations, repairs or construction work of any kind (collectively, “Work”), the term Insurance Requirement or Insurance Requirements shall be deemed to include a requirement that Tenant obtain or cause its contractor to obtain completed value builder’s risk insurance when the estimated cost of the Work in any one instance exceeds the sum of Two Hundred Thousand ($200,000.00) Dollars and that Tenant or its contractor shall obtain worker’s compensation insurance or other adequate insurance coverage covering all persons employed in connection with the Work, whether by Tenant, its contractors or subcontractors and with respect to whom death or bodily injury claims could be asserted against Landlord.

“Insurance Premiums” has the meaning set forth in Paragraph14(b).

“Land” shall mean the Land as defined in Paragraph 1.

“Law” shall mean any constitution, statute or rule of law.

“Leased Premises” shall mean the Leased Premises as defined in Paragraph 1.

“Legal Requirement” or “Legal Requirements” shall mean, as the case may be, any one or more of all present and future Laws, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted governmental authority or agency (but excluding those which by their terms are not applicable to and do not impose any obligation on Tenant, Landlord or the Leased Premises) and all covenants, restrictions and conditions now of record , or of record in the future if created or filed by or with the consent of Tenant , which may be applicable to Tenant, Landlord (with respect to the Leased Premises) or to all or any part of or interest in Leased Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of the Leased Premises, even if compliance therewith (i) necessitates structural changes or improvements (including changes required to comply with the Americans with Disabilities Act) or results in interference with the use or enjoyment of the Leased Premises or (ii) requires Tenant to carry insurance other than as required by the provisions of this Lease.

“Lender” shall mean an entity identified as such in writing to Tenant which makes a Loan to Landlord, secured by a Mortgage and evidenced by a Note or which is the holder of the Mortgage and Note as a result of an assignment thereof. Initially, the Lender is JPMorgan Chase Bank, N.A., a banking association chartered under the law of the United States of America, together with its successors and assigns.

“Loan” shall mean a loan made by a Lender to Landlord secured by a Mortgage and evidenced by a Note.

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“Loan Documents” means all documents which evidence and secure the Loan,

“Mortgage” shall mean a first priority mortgage, deed of trust or similar security instrument as the same may be amended or supplemented from time to time hereafter executed covering the Leased Premises from Landlord to Lender.

“Net Award” shall mean the entire award payable to Landlord by reason of a Condemnation, less any reasonable expenses incurred by Landlord in collecting such award.

“Net Proceeds” shall mean the entire proceeds of any insurance required under clauses (i), (iv), (v) or (vi) of Paragraph 14 (a), less any actual and reasonable expenses incurred by Landlord in collecting such proceeds.

“Note” or “Notes” shall mean a Promissory Note or Notes hereafter executed from Landlord to Lender, which Note or Notes will be secured by a Mortgage and an assignment of leases and rents.

“Permitted Encumbrances” shall mean those covenants, restrictions, reservations, liens, conditions, encroachments, easements and other matters of title that affect the Leased Premises as of the date of Landlord’s acquisition thereof, excepting, however, any such matters arising from the acts of Landlord (such as liens arising as a result of judgments against Landlord).

“Policy” and “Policies” have the meaning set forth in Paragraph 14(b).

“Qualified Insurer” has the meaning set forth in Paragraph14(b).

“REA” has the meaning set forth in Paragraph3(f).

“Replaced Equipment” or “Replacement Equipment” shall mean the Replaced Equipment and Replacement Equipment, respectively, as defined in Paragraph 11(d).

“Requisition” shall mean any temporary condemnation or confiscation of the use or occupancy of the Leased Premises by any governmental authority, civil or military, whether pursuant to an agreement with such governmental authority in settlement of or under threat of any such requisition or confiscation, or otherwise.

“Restoration” shall mean the Restoration as defined in Paragraph 13(c)(i).

“State” shall mean the State of California.

“Taking” shall mean any taking of the Leased Premises in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceedings or by any other means, or any de facto condemnation.

“Term” shall mean the Term as defined in Paragraph 5.

“Termination Date” shall mean the Termination Date as defined in Paragraph 13(b)(i)(A).

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“Trade Fixtures” shall mean all fixtures, equipment and other items of personal property (whether or not attached to the Improvements) which are owned by Tenant and used in the operation of the business conducted on the Leased Premises.

3.         Title and Condition.

(a)      The Leased Premises are demised and leased subject to (i) the Permitted Encumbrances, (ii) all Legal Requirements and Insurance Requirements, including any existing violation of any thereof, and (iii) the condition of the Leased Premises as of the commencement of the Term; without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof which for any reason may have expired.

(b)      LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS, AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. Tenant acknowledges that the Leased Premises are of its selection and to its specifications, and that the Leased Premises have been inspected by Tenant and are satisfactory to it. In the event of any defect or deficiency in any of the Leased Premises of any nature, whether patent or latent, Landlord shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort). The provisions of this Paragraph 3 (b) have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, express or implied, with respect to any of the Leased Premises, arising pursuant to the uniform commercial code or any other Law now or hereafter in effect or otherwise.

(c)      Tenant acknowledges and agrees that Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found such title to be satisfactory for the purposes contemplated by this Lease.

(d)      Landlord hereby assigns, without recourse or warranty whatsoever, to Tenant, all warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder in respect of any of the Leased Premises, including, but not limited to, any rights and remedies existing under contract or pursuant to the uniform commercial code (collectively, the “guaranties”), but expressly reserving unto Landlord the right to jointly (with Tenant) or separately enforce any warranties or similar rights relating to building shell design and construction. Such assignment shall remain in effect until the termination of this Lease. Landlord shall also retain the right to enforce any guaranties assigned in the name of Tenant upon the occurrence of an Event of Default. Landlord hereby agrees to execute and deliver at Tenant’s expense such further

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documents, including powers of attorney, as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 3 (d). Upon the termination of this Lease, the guaranties shall automatically revert to Landlord. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment Tenant shall execute and deliver promptly any certificate or other instrument which Landlord may request. Any monies collected by Tenant under any of the guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord.

(e)      Landlord acknowledges and understands that the Leased Premises covers one of multiple adjacent parcels either leased or owned by Tenant and that Tenant contemplates establishing a campus environment of which the Leased Premises will be a primary component. Landlord agrees to enter into, at Tenant’s expense (insofar as any required documentation), such easements, covenants, waivers, approvals or restrictions for utilities, parking or other matters as desirable for operation of the Leased Premises or properties adjacent thereto (collectively, “Easements”) as reasonably requested by Tenant, subject to Lender’s and Landlord’s approval of the form thereof, not to be unreasonably withheld or delayed; provided, however, that no such Easement shall result in any material diminution in the value or utility of the Leased Premises for use as a mixed use office (including research and development), and industrial facility and further provided that no such Easement shall render the use of the Leased Premises dependent upon any other property or condition the use of the Leased Premises upon the use of any other property, each of which Tenant shall certify to Landlord and Lender in writing delivered with Tenant’s request with respect to such Easement. Tenant’s request shall also include Tenant’s written undertaking acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or guarantor notwithstanding the establishment of any Easement. If either Landlord or Lender shall fail to approve or disapprove the form of any such Easements, within a period of twenty (20) days from their respective receipt of same, then either Landlord or Lender, as the case may be, shall be deemed to have approved the form of any such Easement.

(f)      Tenant agrees that Tenant is obligated to and shall perform all obligations of the owner of the Leased Premises under and pay all expenses which the owner of the Leased Premises may be required to pay in accordance with any declaration, reciprocal easement agreement or any other agreement or document of record now, or of record in the future if created or filed by or with the consent of Tenant (Tenant hereby agreeing that all Permitted Encumbrances shall be deemed to have been filed with the consent of Tenant) , affecting the Leased Premises, herein referred to collectively as the REA, and that Tenant shall comply with all of the terms and conditions of the REA during the Term of this Lease. Tenant further covenants and agrees to indemnify, defend and hold harmless Landlord and Lender against any claim, loss or damage suffered by Landlord or Lender by reason of Tenant’s failure to perform any obligations or pay any expenses as required under this Lease or under any REA or comply with the terms and conditions of any REA as herein above provided during the Term of this Lease.

4.         Use of Leased Premises; Quiet Enjoyment.

(a)      Tenant may use the Leased Premises as a mixed use office (including research and development) and industrial facility (including manufacturing, assembly, distribution, warehouse and related uses for biomedical light assembly, research and development and software development) or for any other lawful purpose so long as such other lawful purpose would not (i) materially increase (when compared to its use of the date hereof) the likelihood that Tenant, Landlord or Lender would incur liability under any provisions of the

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Act referred to in Paragraph 26 of this Lease, or (ii) result in or give rise to any material environmental deterioration or degradation of the Leased Premises. In no event shall the Leased Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Leased Premises. Tenant agrees that with respect to the Permitted Encumbrances and any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord.

(b)      Subject to Tenant’s rights under Paragraph l8 hereof, Tenant shall not permit any unlawful occupation, business or trade to be conducted on the Leased Premises or any use to be made thereof contrary to applicable Legal Requirements or Insurance Requirements. Subject to Tenant’s rights under Paragraph 18, Tenant shall not use, occupy or permit any of the Leased Premises to be used or occupied, nor do or permit anything to be done in or on any of the Leased Premises, in a manner which would (i) make void or voidable any insurance which Tenant is required hereunder to maintain then in force with respect to any of the Leased Premises, (ii) affect the ability of Tenant to obtain any insurance which Tenant is required to furnish hereunder, or (iii) cause any injury or damage to any of the Improvements unless pursuant to Alterations permitted under Paragraph 12 hereof.

(c)      Subject to all of the provisions of this Lease, so long as no Event of Default exists hereunder, Landlord covenants to do no act to disturb the peaceful and quiet occupation and enjoyment of the Leased Premises by Tenant.

5.         Term.

(a)      Subject to the provisions hereof Tenant shall have and hold the Leased Premises for an initial term (“Initial Term”) commencing on February 10, 2006 (the “Commencement Date”) and ending on May 31, 2022 (the “Expiration Date”) (such initial term, together with any “Extension Term”, hereinafter defined, which comes into effect as hereinafter provided, is herein called the Term).

(b)      So long as Invitrogen Corporation or a successor corporation, subsidiary or affiliate is the Tenant hereunder and occupies the entirety of the Leased Premises, and subject to the condition set forth in clause (ii) below, Tenant shall have two options to extend the Term of this Lease with respect to the entirety of the Leased Premises (each an “Extension Term”), the first for a period of eight (8) years from the expiration of the initial Lease Term (the “First Extension Term”), and the second (the “Second Extension Term”) for a period of eight (8) years from the expiration of the First Extension Term, subject to the following conditions:

(i)      Each Extension Term shall be exercised, if at all, by notice of exercise given to Landlord by Tenant not later then (a) May 1, 2021, as to the First Extension Term, or (b) May 1, 2029, as to the Second Extension Term as applicable;

(ii)     Anything herein to the contrary notwithstanding, if there is an existing, uncured material Event of Default, either at the time Tenant exercises either extension option or on the commencement date of the First Extension Term or the Second Extension Term, as applicable, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in this Lease, the right to terminate such option(s) to extend upon notice to Tenant;

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(iii)     In the event the applicable extension option is exercised in a timely fashion, this Lease shall be extended for the term of the applicable Extension Term 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 at the Rate set forth in Exhibit B hereof; and

(iv)     Tenant’s exercise of the Purchase Option under Paragraph33(a) shall be deemed a waiver of the options to extend the Term set forth herein.

6.         Rent.

(a)      Tenant shall pay to Landlord (or to Lender, if directed by Landlord) in advance, as minimum annual rent for the Leased Premises during the Term, the amounts set forth in Exhibit B attached hereto (“Basic Rent”), commencing on and continuing on the first day of each month thereafter during the Term (the said days being the “Basic Rent Payment Dates”), and shall pay the same at Landlord’s address set forth below, or at such other place as Landlord from time to time may designate to Tenant in writing, in funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America and if required by Lender by wire transfer in immediately available federal funds to such account in such bank as Lender shall designate, from time to time. If the Commencement Date does not occur on the first day of a calendar month, Basic Rent for the period from and including the Commencement Date through and including the last day of the calendar month in which the Commencement Date occurs shall be paid on the Commencement Date in the amount equal to one thirtieth (1/30) of the monthly Basic Rent for the initial term set forth on Exhibit B attached hereto for each day from and including the Commencement Date through and including February 28, 2006.

(b)      Tenant shall pay and discharge before the imposition of any fine, lien, interest or penalty may be added thereto for late payment thereof, as Additional Rent, all other amounts and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be added by the party to whom such payment is due for nonpayment or late payment thereof. In the event of any failure by Tenant to pay or discharge any of the foregoing, Landlord shall have all rights, powers and remedies provided herein, by Law or otherwise, in the event of nonpayment of Basic Rent.

(c)      If any installment of Basic Rent is not paid within five (5) days after written notice is given by Landlord or Lender (or Lender’s servicer or other designee of Lender) to Tenant that the same is overdue, Tenant shall pay to Landlord or Lender, as the case may be, on demand, as Additional Rent, a late charge equal to two percent (2%) (the “Late Charge”) on such overdue installment of Basic Rent. In addition, Tenant shall be responsible for the payment of any default rate interest imposed by Lender in connection with the non-performance of Tenant of any of the terms, covenants and conditions of this Lease.

(d)      Landlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. Each party shall reflect the transactions represented by this Lease in all applicable books, records and reports (including, without limitation, income tax filings) in a manner consistent with true lease treatment rather than financing treatment.

7.         Net Lease; Non-Terminability.

(a)      This is a net Lease and Basic Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly set forth in this Lease,

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without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense.

(b)      Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any other sums payable under this Lease; and except as otherwise expressly provided in this Lease, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any of the Leased Premises for any reason, including but not limited to the following: (i) any damage to or destruction of any of the Leased Premises by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any of the Leased Premises, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any of the Leased Premises other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of any of the Leased Premises, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, or (ix) any other cause similar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent, Additional Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease.

(c)      Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage, or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise.

(d)      This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by Law (i) to quit, terminate or surrender this Lease or any of the Leased Premises, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent, Additional Rent or any other sums payable under this Lease, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.

8.         Payment of Impositions; Compliance with Legal Requirements and Insurance Requirements.

(a)      (i)      Subject to the provisions of Paragraph 18 hereof relating to contests, Tenant shall, before interest or penalties are due thereon, pay and discharge (all of the following being herein collectively called the Impositions): all taxes of every kind and nature (including real, ad valorem, personal property, gross income, franchise, withholding, profits and gross receipts taxes) on or with respect to the Leased Premises; all charges and/or taxes for any easement or agreement maintained for the benefit of the Leased Premises; all general and special

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assessments, levies, permits, inspection and license fees on or with respect to the Leased Premises; all water and sewer rents and other utility charges on or with respect to the Leased Premises; all ground rents on or with respect to the Leased Premises; and all other public charges and/or taxes whether of a like or different nature, even if unforeseen or extraordinary, imposed or assessed upon or with respect to the Leased Premises, prior to or during the Term, against Landlord, Tenant or any of the Leased Premises as a result of or arising in respect of the occupancy, leasing, use, maintenance, operation, management, repair or possession thereof, or any activity conducted on the Leased Premises, or the Basic Rent or Additional Rent, including without limitation, any gross income tax, sales tax, occupancy tax or excise tax levied by any governmental body on or with respect to such Basic Rent or Additional Rent. If received by Landlord, Landlord shall promptly deliver to Tenant any bill or invoice with respect to any Imposition. Tenant will promptly provide proof of payment of Impositions to Landlord.

(ii)      Nothing herein shall obligate Tenant to pay, and the term Impositions shall exclude, federal, state or local (A) transfer taxes as the result of a conveyance by (or suffered by) Landlord, (B) franchise, capital stock or similar taxes if any, of Landlord, (C) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured by its net income, or (D) any estate, inheritance, succession, gift, capital levy or similar taxes, unless the taxes referred to in clauses (B) and (C) above are in lieu of or a substitute for any other tax or assessment upon or with respect to any of the Leased Premises which, if such other tax or assessment were in effect at the commencement of the Term, would be payable by Tenant. In the event that any assessment against any of the Leased Premises may be paid in installments, Tenant shall have the option to pay such assessment in installments; and in such event, Tenant shall be liable only for those installments which become due and payable during the Term. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord and to Lender, within twenty (20) days after Landlord’s written request therefor, copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority and receipts for payments of all Impositions made during each calendar year of the Term, within thirty (30) days after payment.

(iii)     Tenant acknowledges that Impositions include (i) all assessments and taxes imposed or added to as a result of a “change in ownership” of the Leased Premises or any portion thereof, as defined by applicable statutes and regulations, and (ii) any fee, levy, charge or cost sharing agreement to cover such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly funded by property tax proceeds, it being acknowledged by Tenant and Landlord that since Proposition 13 was adopted by the voters of the State of California in the June 1978 election, local governmental authorities frequently charge for such services separate from property taxes.

(b)     Subject to the provisions of Paragraph 18 hereof, Tenant shall promptly comply with and conform to all of the Legal Requirements and Insurance Requirements.

(c)     If, as a result of the Tenant’s nonpayment or late payment of any Impositions or Insurance required hereunder, Landlord’s Lender imposes a monthly escrow deposit for the aforesaid items, Tenant agrees to make such deposit directly to Lender.

9.       Liens; Recording and Title.

(a)     Subject to the provisions of Paragraph 18 hereof, Tenant shall not, directly or indirectly, create or permit to be created or to remain, and shall promptly discharge, any lien on the Leased Premises, on the Basic Rent, Additional Rent or on any other sums payable by

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Tenant under this Lease, other than the Mortgage, the Permitted Encumbrances and any mortgage, lien, encumbrance or other charge created by or resulting from any act or omission by Landlord or those claiming by, through or under Landlord (except Tenant). Notice is hereby given that Landlord shall not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding any of the Leased Premises through or under Tenant, and that no mechanic’s or other liens for any such labor, services or materials shall attach to or affect the interest of Landlord in and to any of the Leased Premises.

(b)      Each of Landlord and Tenant shall execute, acknowledge and deliver to the other a written Memorandum of this Lease to be recorded in the appropriate land records of the jurisdiction in which the Leased Premises is located, in order to give public notice and protect the validity of this Lease. In the event of any discrepancy between the provisions of said recorded Memorandum of this Lease and the provisions of this Lease, the provisions of this Lease shall prevail.

(c)      Nothing in this Lease and no action or inaction by Landlord shall be deemed or construed to mean that Landlord has granted to Tenant any right, power or permission to do any act or to make any agreement which may create, give rise to, or be the foundation for, any right, title, interest or lien in or upon the estate of Landlord in any of the Leased Premises.

10.       Indemnification.

(a)      Tenant agrees to defend, pay, protect, indemnify, save and hold harmless Landlord and Lender, and their officers, directors, shareholders, partners, beneficial owners, trustees, members, managers and employees, from and against any and all liabilities, losses, damages, penalties, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature whatsoever, howsoever caused, arising from the Leased Premises or the use, non-use, occupancy, condition, design, construction (excluding from the obligation to indemnify for design and construction, the shell building design and construction, except to the extent Tenant’s additions, alterations or improvements alter or affect such initial design and construction), maintenance, repair or rebuilding of the Leased Premises, and any injury to or death of any person or persons or any loss of or damage to any property, real or personal, in any manner arising therefrom connected therewith or occurring thereon, whether or not such indemnified party has or should have knowledge or notice of the defect or conditions, if any, causing or contributing to said injury, death, loss, damage or other claim; except to the extent that any such liability, loss, damage, penalty, cost, expense, cause of action, suit, claim, demand or judgment is the result of the gross negligence of such indemnified party or the intentional wrongful act of such indemnified party. In case any action or proceeding is brought against any indemnified party by reason of any such claim against which Tenant has agreed to defend, pay, protect, indemnify, save and hold harmless pursuant to the preceding sentence, Tenant covenants upon notice from such indemnified party to resist or defend such indemnified party in such action, with the expenses of such defense paid by Tenant, and such indemnified party will cooperate and assist in the defense of such action or proceeding if reasonably requested so to do by Tenant.

(b)      The obligations of Tenant under this Paragraph 10 shall survive any termination of this Lease.

11.       Maintenance and Repair.

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(a)      Except for any Alterations that Tenant is permitted to make pursuant to this Lease, Tenant shall at all times, including any Requisition period, put, keep and maintain the Leased Premises (including, without limitation, the roof, landscaping, walls, footings, foundations and structural components of the Leased Premises) and the Equipment in the same condition and order of repair as exists as of the date of this Lease or, if the building and related improvements on the Leased Premises are not substantially complete as of the date of this Lease, then in the same condition and order of repair as exists as of substantial completion, except for ordinary wear and tear, and shall promptly make all repairs and replacements of every kind and nature, whether foreseen or unforeseen, which may be required to be made upon or in connection with the Leased Premises in order to keep and maintain the Leased Premises in the order and condition required by this Paragraph 11(a). Tenant shall do or cause others to do all shoring of the Leased Premises or of foundations and walls of the Improvements and every other act necessary or appropriate for preservation and safety thereof, by reason of or in connection with any excavation or other building operation upon any of the Leased Premises, whether or not Landlord shall, by reason of any Legal Requirements or Insurance Requirements, be required to take such action or be liable for failure to do so. Landlord shall not be required to make any repair, whether foreseen or unforeseen, or to maintain any of the Leased Premises or Adjoining Property in any way, and Tenant hereby expressly waives the right to make repairs at the expense of the Landlord, which right may be provided for in any Law now or hereafter in effect. Nothing in the preceding sentence shall be deemed to preclude Tenant from being entitled to insurance proceeds or condemnation awards for Restoration pursuant to Paragraphs 13 (c) and 14 (g) of this Lease. Tenant shall, in all events, make all repairs for which it is responsible hereunder promptly, and all repairs shall be in a good, proper and workmanlike manner.

(b)      If any Improvement shall violate any Legal Requirements or Insurance Requirements and as a result of such violation enforcement action is threatened or commenced against Tenant or with respect to the Leased Premises, then Tenant, at the request of Landlord, shall either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such violation, whether the same shall affect Landlord, Tenant or both, or (ii) take such action as shall be necessary to remove such violation, including, if necessary, any Alteration. Any such repair or Alteration shall be made in conformity with the provisions of Paragraph 12.

(c)      If Tenant shall be in default under any of the provisions of this Paragraph 11 or Paragraph 26, Landlord may after thirty (30) business days written notice given to Tenant and failure of Tenant to cure during said period, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. In the event of an emergency Landlord shall notify Tenant of the situation by phone or other available communication. All reasonable sums so paid by Landlord and all reasonable costs and expenses (including, without limitation, attorneys’ fees and expenses) so incurred, together with interest thereon at the Default Rate from the date of payment or incurring the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

(d)      Tenant shall from time to time replace with other operational equipment or parts (the “Replacement Equipment”) any of the Equipment (the “Replaced Equipment”) which shall have become worn out or unusable for the purpose for which it is intended, been taken by a Condemnation as provided in Paragraph 13, or been lost, stolen, damaged or destroyed as provided in Paragraph 14. Tenant shall repair at its sole cost and expense all damage to the Leased Premises caused by the removal of Equipment or Replaced Equipment or other personal property of Tenant or the installation of Replacement Equipment. All Replacement Equipment

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shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the Equipment as if originally demised herein.

12.       Alterations.

(a)      Tenant shall not make any Alterations which would (after the completion thereof) impair the structural integrity of the Leased Premises or the Improvements on the Leased Premises without in each case obtaining the prior written consent of each of Lender and Landlord. The parties hereto agree that Tenant intends to build out its space in the Leased Premises to fit its unique business use and that such build out may not be easily made useful by potential replacements tenants. Such build out, however, shall not be deemed to impair the fair market value of the Improvements provided each of Landlord and Lender approve the plans and specifications and the build out is completed in accordance with Tenant’s legitimate business plan. With respect to the construction of new improvements on the Leased Premises, all alterations shall be made in accordance with all applicable building and zoning codes and in accordance with the terms and conditions of the Loan Documents. If either Landlord or Lender fails to approve or disapprove any such Alterations within a period of twenty (20) days from the date Tenant requests such consent and submits reasonably detailed construction plans and specifications for such Alterations, together with any applicable Lender required review fees, then Landlord or Lender, as the case may be, shall be deemed to have approved such Alterations. Tenant may make any other Alterations without the prior written consent of the Landlord or Lender provided such Alterations comply with all of the provisions of the following Paragraph. Two (2) copies of all plans and specifications for all Alterations shall be tendered to Landlord at completion of such Alterations (one for Landlord’s files and one for Landlord’s delivery to Lender).

(b)      If Landlord and Lender give their prior written consent to any Alterations, or if such consent is not required, Tenant agrees that in connection with any Alteration: (i) the fair market value of the Leased Premises shall not be lessened, other than in an immaterial respect, after the completion of any such Alteration, or its structural integrity impaired; (ii) the Alteration and any Alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Improvements by more than ten percent (10%); (iii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall promptly pay all costs and expenses of any such Alteration, and shall (subject to the provisions of Paragraph 18 hereof) discharge all liens filed against any of the Leased Premises arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) all such Alterations shall be the property of Landlord and shall be subject to this Lease; and (viii) all Alterations shall be made in the case of any Alteration the estimated cost of which in any one instance exceeds Five Hundred Thousand Dollars ($500,000) under the supervision of an architect or engineer and, in accordance with plans and specifications which shall be submitted to Landlord and Lender (for informational purposes only) prior to the commencement of the Alterations. The threshold amount described in (viii) shall be adjusted on the tenth (10 ^th ) and, if applicable, the twentieth (20 ^th ) anniversary of the Commencement Date to reflect the percentage increase, if any, in the 20-City Construction Cost Index (base index year is 1913=100) (“CCI”) published monthly by McGraw Hill Companies in the “Engineering News-Record.” The adjustment shall be made by multiplying the threshold amount described in (viii) by a fraction, the numerator of which is the average CCI for the calendar year prior to the year in which the tenth (10th) anniversary (and, if a second adjustment is applicable, the twentieth (20th) anniversary) of the Commencement Date occurs (i.e., 2015 and 2025 respectively), and the

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denominator of which is the average CCI for the calendar year prior to the year in which the Commencement Date occurred (i.e., 2005). If the base index year of the CCI is changed or the manner in which the CCI is determined shall otherwise be substantially revised, or if the CCI shall become unavailable to the public, Landlord and Tenant shall make an adjustment in any revised index, or use a comparable index, which will produce results equivalent, as nearly as possible, to those which would have been obtained if the CCI described herein had been used.

(c)      Anything contained in this Paragraph12 to the contrary notwithstanding, Tenant shall not alter the Property in any manner which would increase Landlord’s responsibility for compliance with Applicable Laws without the prior written approval of Landlord (which approval may be withheld by Landlord if Landlord has not obtained Lender’s approval).

13.       Condemnation.

(a)      Tenant, promptly after obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Landlord and Lender thereof and Landlord and Lender shall be entitled to participate in any Condemnation proceeding. Landlord, promptly after obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Tenant thereof and Tenant shall have the right to participate in such proceedings. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Lender or to Landlord, in that order, any award or payment in respect of any Condemnation of Landlord’s interest in the Leased Premises, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord or Lender any award relating to the value of the leasehold interest created by this Lease or any award or payment on account of the Trade Fixtures, moving expenses and out-of-pocket expenses incidental to the move, if available, to the extent Tenant shall have a right to make a separate claim therefor against the condemnor, it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the condemnation of Landlord’s interest in the Leased Premises. Notwithstanding the foregoing, Tenant shall be entitled to any award or payment on account of Tenant’s leasehold interest under this Lease only in the event of a Condemnation described in Paragraph 13(b)(i)(A) and then only to the extent that when such award, added to all other awards to which Tenant is entitled hereunder, is subtracted from the entire award in respect to all interests in the Leased Premises, the remainder exceeds the amount set forth on Exhibit C attached hereto and made a part hereof.

(b)     (i)      (A)      If (I) the entire Leased Premises or (II) at least twenty-five percent (25%) of the applicable Land or the building constructed on the Land or any means of ingress, egress or access to the Leased Premises, the loss of which even after Restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant shall, not later than ninety (90) days after a Taking has occurred, serve notice (“Tenant’s Termination Notice”) upon Landlord of Tenant’s intention to terminate this Lease on any Basic Rent Payment Date specified in such Tenant’s Termination Notice, which date (the “Termination Date”) shall be no sooner than the first Basic Rent Payment Date occurring at least thirty (30) days after the date of such Tenant’s Termination Notice.

(B)      If during the period covered by the schedule of purchase prices attached hereto as Exhibit “C,” Tenant shall serve a Tenant’s Termination Notice upon Landlord, then Tenant may, as part of such Tenant’s Termination Notice offer (which offer may

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be rejected by Landlord as set forth below) to purchase the Leased Premises and the award (or if no part of the Leased Premises shall remain, the entire award) for the applicable price (the “Purchase Price”) computed in accordance with the schedule annexed hereto and marked Exhibit C plus all other amounts which may be due and owing to Lender or Landlord by reason of any default by Tenant in complying with its obligations under this Lease and any yield maintenance or prepayment penalties, including defeasance (collectively, the “Additions to Purchase Price”).

(C)      If Landlord and Lender shall not elect to accept Tenant’s offer to purchase, Landlord shall give notice thereof to Tenant within thirty (30) days after the giving of Tenant’s Termination Notice.

(D)      Should an offer to purchase not be accepted by Landlord and Lender, this Lease shall be terminated as above provided and the entire award made in the Condemnation proceeding with respect to the Leased Premises shall be paid to Lender or to Landlord in that order. Nothing contained herein shall be deemed to limit Tenant’s right to purchase the Leased Premises under the provisions of Paragraph33 hereof during the Initial Term of this Lease, and if Tenant purchased the Leased Premises pursuant to Paragraph33, Tenant shall be entitled to the entire amount of the award.

(E)      Landlord’s notice not to accept Tenant’s offer to purchase shall be void and of no effect unless accompanied by the written notice of Lender to the effect that Lender also elects not to accept Tenant’s offer to purchase. Should said notices of Landlord and Lender rejecting Tenant’s offer to purchase not be served within said period of thirty (30) days, then and in that event, the said offer shall be deemed accepted.

(ii)      If Landlord and Lender shall accept or be deemed to have accepted Tenant’s offer to purchase title shall close and Purchase Price and Additions to Purchase Price shall be paid as hereinafter provided and in such event Tenant shall be entitled to and shall receive any and all awards with respect to the Leased Premises then or thereafter made in the Condemnation proceeding and Landlord shall assign (or in case of any award previously made, deliver to Tenant on the Closing Date) such award as may be made with respect to the Leased Premises. In the event Landlord and Lender shall accept Tenant’s offer to purchase with respect to the Leased Premises, or be deemed to have accepted such Tenant’s offer, title shall close thirty (30) days after the Termination Date hereinbefore defined (the “Closing Date”), at noon at the local office of Landlord’s counsel, or at such other time and place as the parties hereto may agree upon, this Lease shall be automatically extended to and including the Closing Date (or, if applicable the extended Closing Date hereinafter described) and Tenant shall pay the Purchase Price and Additions to Purchase Price (including such sums as may be necessary to defease the Loan) by transferring immediate funds to such account or accounts and in such bank or banks as Lender or Landlord, in that order, shall designate, upon delivery of a grant deed conveying Leased Premises and all other required documents including an assignment of any award in connection with the taking of Leased Premises. The grant deed shall convey title, free from encumbrances other than (A) Permitted Encumbrances, (B) liens or encumbrances created, suffered or consented to in writing by Tenant or arising by reason of the failure of Tenant to observe or perform any of the terms, covenants or agreements herein provided to be observed and performed by Tenant, (C) any installments of Impositions then affecting the Leased Premises, and (D) this Lease. The Purchase Price and Additions to Purchase Price payable as herein above provided shall be charged or credited, as the case may be, on the Closing Date, to reflect adjustments of Basic Rent paid or payable to and including the Closing Date, apportioned as of the

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Closing Date. Tenant shall pay all conveyance, transfer, sales and like taxes required in connection with the purchase, regardless of who is required to pay such taxes under State or local Law or custom (and Tenant shall also pay to Landlord any amount necessary to yield to Landlord the entire Purchase Price and Additions to Purchase Price if as a matter of the Law of the State or locality such tax cannot be paid directly by Tenant). If there be any liens or encumbrances against the Leased Premises which Landlord is obligated to remove, upon request made a reasonable time before the Closing Date, Landlord shall provide at the Closing separate funds for the foregoing, payable to the holder of such lien or encumbrances.

(iii)     If during any Extension Term following the expiration of the period covered by the schedule of purchase prices attached hereto as Exhibit “C” Tenant shall serve a Tenant’s Termination Notice upon Landlord, this Lease and the Term hereof shall terminate on the Termination Date specified in the Termination Notice; and in such event the entire award to be made in the Condemnation proceeding shall be paid to Lender or to Landlord, in that order.

(c)     (i)      If a Condemnation of any part of the Leased Premises which does not result in a Termination of this Lease, subject to the requirements of Paragraph 15, the Net Award of such Condemnation shall be retained by Landlord or Landlord’s Lender; and promptly after such Condemnation, Tenant shall commence and diligently continue to restore the Leased Premises as nearly as possible to its value, condition and character immediately prior to such Condemnation, in accordance with the provisions of this Lease, including but not limited to the provisions of Paragraphs 11(a), 12 and 15 (such restoration following a Condemnation and restoration following a casualty is, as the context shall require, herein called a Restoration).

(ii)     Upon the payment to Landlord of the Net Award of a Taking which falls within the provisions of this Paragraph 13(c), Landlord and Lender shall, to the extent received, make that portion of the Net Award equal to the cost of Restoration (the “Restoration Award”) available to Tenant for Restoration, in accordance with the provisions of Paragraph 15, and promptly after completion of the Restoration, the balance of the Net Award shall be paid to Tenant and all Basic Rent, Additional Rent and other sums payable hereunder shall continue unabated and unreduced.

(iii)     In the event of a Requisition of the Leased Premises, Landlord shall apply the Net Award of such Requisition, to the extent available, to the installments of Basic Rent, Additional Rent or other sums payable by Tenant hereunder thereafter payable and Tenant shall pay any balance remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall not have been previously credited to Tenant on account of the Basic Rent and Additional Rent shall be retained by Landlord.

(d)     Except with respect to an award or payment to which Tenant is entitled pursuant to the provisions of Paragraph 13 (a), 13 (b) and 13 (c), no agreement with any condemnor in settlement of or under threat of any Condemnation shall be made by either Landlord or Tenant without the written consent of the other, and of Lender, if the Leased Premises are then subject to a Mortgage, which consent of Landlord and Tenant shall not be unreasonably withheld or delayed.

(e)     The terms and provisions of this Paragraph 13 are intended to provide for all rights and obligations of the parties to this Lease in the event of the acquisition of all or a

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portion of the Leased Premises for public use as contemplated by Section 1265.160 of the California Code of Civil Procedure.

14.      Insurance.

(a)      Tenant shall obtain and maintain, and shall pay all premiums in accordance with Subparagraph 14 (b) below for, insurance for Landlord, Lender and the Property providing at least the following coverages:

(i)      comprehensive all risk insurance providing “special” form coverage (including, without limitation, windstorm, riot and civil commotion, vandalism, malicious mischief, water, fire, burglary and theft, sinkhole collapse, hail, smoke, aircraft or vehicles, sprinkler leakage, and damage from weight of ice or snow, and without any exclusion for terrorism) on the Improvements and the Personal Property and in each case (A) in an amount equal to 100% of the “Full Replacement Cost,” which for purposes hereof shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed amount endorsement and replacement cost endorsement with respect to the Improvements and personal property waiving all co-insurance provisions; (C) providing for no deductible in excess of $100,000.00; and (D) containing Demolition Costs, Increased Cost of Construction and “Ordinance or Law Coverage” or “Enforcement” endorsements in amounts satisfactory to Landlord’s Lender if any of the Improvements or the use of the Leased Premises shall at any time constitute legal non-conforming structures or uses or the ability to rebuild the Improvements is restricted or prohibited. The Full Replacement Cost may be redetermined from time to time by an appraiser or contractor designated and paid by Lender or by an engineer or appraiser in the regular employ of the insurer. No omission on the part of Lender to request any such appraisals shall relieve Borrower of any of its obligations under this Subparagraph;

(ii)    comprehensive commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Leased Premises, such insurance (A) to be on the so-called “occurrence” form with a combined single limit of not less than $1,000,000.00 per occurrence and not less than $5,000,000 in the aggregate, and not less than $3,000,000.00 if the Leased Premises has one or more elevators, as well as liquor liability insurance in a minimum amount of $2,000,000.00 if any part of the Leased Premises is covered by a liquor license and an aggregate coverage limit acceptable to Lender (which coverage Landlord acknowledges is not required while no liquor license is maintained which relates to the Leased Premises); (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis (provided, anything contained herein to the contrary notwithstanding, products/completed operations coverage shall be covered on a “claims made” basis); (3) independent contractors (except to the extent certificates of insurance are obtained from such independent contractors); (4) blanket contractual liability for all written and oral contracts, to the extent such contracts are insurable; (5) contractual liability, to the extent the same is available and insurable; provided

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that in the case of Subsection (C)(4) and (5) such coverage shall be limited to “Insured Contracts”, defined as lease of premises; sidetrack agreements; an obligation required by an ordinance to indemnify a municipality, except in connection with work for a municipality; elevator maintenance agreements; any other contract or agreement pertaining to Tenant’s business in which Tenant assumes the tort liability of another person or organization to pay damages, to which its insurance applies, sustained by a third party. and (D) to be without deductible;

(iii)     business income insurance (A) with loss payable to Lender; (B) covering losses of income and Rents derived from the Leased Premises and any non-insured property on or adjacent to the Leased Premises (but as to adjacent property, only to the extent Tenant has an insurable interest in such adjacent property) resulting from any risk or casualty whatsoever; (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and personal property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of eighteen (18) months from the date that the Leased Premises is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (D) in an amount equal to one hundred percent (100%) of the projected Basic Rent from the Leased Premises for a period of eighteen (18) months from the date of such casualty (assuming such casualty had not occurred) and notwithstanding that the policy may expire at the end of such period. The amount of such business income insurance shall be determined by Lender, based solely on the amount of Basic Rent payable under the Lease, prior to the date hereof and at least once each year thereafter based solely on the Basic Rent for the succeeding eighteen (18) month period. All insurance proceeds payable to Lender pursuant to this Subparagraph 14 (a)(iii) shall be held by Lender and shall be applied to the obligations secured hereunder from time to time due and payable hereunder and under the Loan Documents; provided , however , that nothing herein contained shall be deemed to relieve Tenant of its obligations to pay the Basic Rent hereunder on the respective dates of payment provided for in the Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance;

(iv)     at all times during which structural construction, repairs or alterations are being made with respect to the Improvements (but only to the extent not covered under the all risk coverage required under Subparagraph 14(a)(i)): (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in Subparagraph 14(a)(i) written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Subparagraph 14(a)(i), (3) including permission to occupy the Leased Premises , and (4) with an agreed amount endorsement waiving co-insurance provisions;

(v)      workers’ compensation, subject to the statutory limits of the state in which the Leased Premises is located, and employer’s liability insurance with a limit of at least $1,000,000.00 per accident and per disease per employee, and $1,000,000.00 for disease aggregate in respect of any work or operations on

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or about the Leased Premises, or in connection with the Leased Premises or its operation (if applicable);

(vi)     comprehensive boiler and machinery insurance (without exclusion for explosion), if applicable, for 100% of the full replacement cost of such equipment and the building or buildings housing the same, on terms consistent with the commercial property insurance policy required under Subparagraph 14(a)(i) above, and covering all boilers or other pressure vessels, turbines, engines, machinery and equipment located at or about the Leased Premises (including, without limitation, electrical equipment, sprinkler systems, heating and air conditioning equipment, refrigeration equipment and piping);

(vii)    if any portion of the Improvements is currently or at any time in the future located in a “special flood hazard area,” as designated by the Federal Emergency Management Agency or such other applicable federal agency, flood hazard insurance in an amount equal to the maximum amount available under the national flood insurance program and in addition to the maximum available under the national flood program, any excess limits as determined by Lender in its sole and absolute discretion, not to exceed $100,000,000 annual aggregate, so long as the Leased Premises is not located in flood zones A or V;

(viii)   umbrella liability insurance in an amount not less than Five Million and No/100 Dollars ($5,000,000) per occurrence and in the aggregate on terms consistent with the commercial general liability insurance policy required under Paragraph 14(a)(ii) hereof;

(ix)     intentionally omitted; and

(x)      such other insurance and in such amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the Leased Premises located in or around the region in which the Leased Premises is located, including, without limitation, environmental insurance. Initially, coverage for environmental shall be limited to contamination cleanup coverage necessitated by any insured casualty, not to exceed $50,000 annual aggregate coverage. Additional environmental coverage shall be limited to instances where Lender reasonably believes such additional coverage is necessary to protect its security interest in the Leased Premises, shall be obtained by Landlord, and the cost, therefor, paid by Tenant to Landlord within fifteen (15) days of receipt of an invoice, therefor.

(b)      All insurance provided for in Subparagraph 14(a) hereof shall be obtained under valid and enforceable policies (the “ Policies” ) or in the singular, the “Policy ”), in such forms and, from time to time after the date hereof, in such amounts as may from time to time be satisfactory to Lender, for a minimum policy term not less than one year, issued by financially sound and responsible insurance companies authorized to do business in the state in which the Leased Premises is located as admitted or unadmitted carriers which, in either case, have been approved by Lender and which have a claims paying ability rating of A- or better issued by Standard & Poor’s Ratings Services, a division of The Mc-Graw Hill Companies, Inc. or with a claims paying ability rating otherwise acceptable to Lender (each such insurer shall be referred to below as a

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“Qualified Insurer”). Such Policies shall not be subject to invalidation due to the use or occupancy of the Leased Premises for purposes more hazardous than the use of the Leased Premises at the time such Policies were issued. No Policy required under Paragraphs 14 (a)(i) and (iii) hereof shall contain an exclusion from coverage under such Policy for loss or damage incurred as a result of an act of terrorism or similar acts of sabotage, or if any such Policy does contain such an exclusion, Tenant shall obtain and maintain a separate terrorism insurance policy with coverage amounts and for periods required by Paragraphs 14(a)(i) and (iii )  above. Not less than thirty (30) days prior to the expiration dates of the Policies theretofore furnished to Lender pursuant to Subparagraph 14 (a) ) , certified copies of the Policies marked “premium paid” or accompanied by evidence satisfactory to Lender of payment of the premiums (which may consist of a letter from Tenant’s insurance carrier) due thereunder (the “Insurance Premiums”), shall be delivered by Tenant to Lender; provided, however, that in the case of renewal Policies, Tenant may furnish Lender with binders therefor to be followed by the original Policies when issued. The foregoing notwithstanding, so long as Tenant provides certificates of insurance that will allow Lender and Landlord to confirm that required coverages are in place, Tenant shall not be obligated to furnish copies of actual insurance policies.

(c)      Tenant shall not obtain (i) separate insurance concurrent in form or contributing in the event of loss with that required in Subparagraph 14(a) to be furnished by, or which may be reasonably required to be furnished by, Tenant, or (ii) any umbrella or blanket liability or casualty Policy unless, in each case, Lender’s interest is included therein and such Policy is issued by a Qualified Insurer. If Tenant obtains separate insurance or an umbrella or a blanket Policy, Tenant shall notify Lender of the same and shall cause certified copies of each Policy to be delivered as required in Subparagraph 14(a). Any blanket insurance Policy shall specifically allocate to the Leased Premises the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only the Leased Premises in compliance with the provisions of Subparagraph 14(a).

(d)      All Policies of insurance provided for or contemplated by Subparagraph 14(a) shall name Lender, its successors and assigns, including any servicers, trustees or other designees of Lender, and Landlord as additional insureds, as their respective interests may appear, and in the case of property damage, boiler and machinery, and flood insurance, shall contain a so-called New York standard non-contributing Lender clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

(e)      All Policies of insurance provided for in Subparagraph 14(a) shall contain clauses or endorsements to the effect that:

(i)      no act or negligence of Landlord, Tenant, or anyone acting for Tenant, or other occupant, or failure to comply with the provisions of any Policy which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(ii)     the Policy shall not be materially changed (other than to increase the coverage provided on the Leased Premises thereby) or canceled without at least thirty (30) days’ prior written notice to Lender and any other

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party named therein as an insured (Landlord hereby agreeing that such 30 day notification may be added by endorsement);

(iii)    each Policy shall provide that the issuers thereof shall give written notice to Lender if the Policy has not been renewed thirty (30) days prior to its expiration (Landlord hereby agreeing that such 30 day notification may be added by endorsement); and

(iv)     Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(f)       Tenant shall furnish to Lender within ten (10) calendar days after Lender’s or Landlord’s request therefor, a statement certified by Tenant or a duly authorized officer of Tenant of the amounts of insurance maintained in compliance herewith, of the risks covered by such insurance and of the insurance company or companies which carry such insurance and, if requested by Lender or Landlord, verification of the adequacy of such insurance by an independent insurance broker or appraiser acceptable to Lender or Landlord.

(g)       If at any time Landlord is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Landlord shall have the right but not the obligation, without notice to Tenant, to take such action as Landlord deems necessary to protect its interest in the Leased Premises , including, without limitation, the obtaining of such insurance coverage as Landlord in its sole discretion deems appropriate, and all expenses incurred by Landlord in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Tenant to Landlord upon demand and until paid shall be payable to Landlord as Additional Rent (hereinafter defined).

(h)    During such time as (i) no Event of Default is outstanding hereunder, (ii) the net worth of Tenant (inclusive of good will) shall be not less than Four Hundred Million ($400,000,000.00) Dollars as determined in accordance with generally accepted accounting principles consistently applied, and (iii) Tenant (if rated) has a Standard & Poors rating of A- or better and Tenant is the sole tenant of the property, Tenant may self-insure all or any portion of the coverage referred to in Paragraph 14 (a) (i), (ii), (iii), (v) and (vi), provided that the self insurance program of this paragraph (b) does not violate any Legal Requirements of any state which regulates a Lender domiciled in said state. If Tenant elects to self insure pursuant to this Paragraph 14, Tenant shall issue certificates to landlord and Lender and each such certificate shall name Lender as an additional insured and with respect to all risk and business interruption insurance, as first mortgagee, as required hereunder.

(i)     If said insurance or any part thereof shall expire, be withdrawn, become void by breach of any condition thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of any insurer, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord and Lender.

(j)     Each insurance policy referred to in Subparagraph 14(a) above, if obtainable and requested by Lender, shall contain standard non-contributory mortgagee clauses in favor of any Lender which holds a Mortgage on the Leased Premises.

(k)    In the event of any casualty loss exceeding Five Hundred Thousand Dollars ($500,000), Tenant shall give Landlord and Lender immediate notice thereof. Tenant

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shall adjust, collect and compromise any and all claims, with the consent of Lender and Landlord, not to be unreasonably withheld or delayed, and Landlord and Lender shall have the right to join with Tenant therein. If the estimated cost of Restoration or repair shall be Five Hundred Thousand ($500,000) Dollars or less, all proceeds of any insurance required under clauses Subparagraph 14(a) shall be payable to Tenant, provided that Tenant at such time shall have a net worth of not less than One Hundred Million ($100,000,000) Dollars as determined in accordance with generally accepted accounting principles, consistently applied, and in all other events to a Trustee which shall be a federally insured bank or other financial institution, selected by Landlord and Tenant and reasonably satisfactory to Lender (the “Trustee”). Notwithstanding the foregoing, if the Leased Premises shall be covered by a Mortgage, Lender, if it so desires, shall be the, or appoint an approved, Trustee. Each insurer is hereby authorized and directed to make payment under said policies directly to such Trustee instead of to Landlord and Tenant jointly; and Tenant and Landlord each hereby appoints such Trustee as its attorney-in-fact to endorse any draft therefor for the purposes set forth in this Lease after approval by Tenant of such Trustee, if Trustee is other than Lender. In the event of any casualty (whether or not insured against) resulting in damage to the Leased Premises or any part thereof, the Term shall nevertheless continue and there shall be no abatement or reduction of Basic Rent, Additional Rent or any other sums payable by Tenant hereunder. The Net Proceeds of such insurance payment shall be retained by the Trustee and, promptly after such casualty, Tenant, as required in Paragraphs 11 (a) and 12, shall commence and diligently continue to perform the Restoration to the Leased Premises. Upon payment to the Trustee of such Net Proceeds, the Trustee shall, to the extent available, make the Net Proceeds available to Tenant for Restoration, in accordance with the provisions of Paragraph 15. Tenant shall, whether or not the Net Proceeds are sufficient for the purpose, promptly repair or replace the Improvements and Equipment in accordance with the provisions of Paragraph 11(a) and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject to the provisions of Paragraph 15 hereof. In the event that any damage or destruction shall occur at such time as Tenant shall not have maintained third-party insurance in accordance with Paragraph 14(a)(i),(iv),(v) or (vi), Tenant shall pay to the Trustee the amount of the proceeds that would have been payable had such insurance program been in effect (the Tenant Insurance Payment).

15.       Restoration. Net Proceeds, Restoration Award and Tenant Insurance Payment (the aggregate of which being herein defined as the “Restoration Fund”) shall be disbursed by the Trustee in accordance with the following conditions:

(a)      If the cost of Restoration will exceed $500,000, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord and Lender, which approval shall not be unreasonably withheld or delayed; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or taking, whichever is applicable.

(b)      At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s liens shall have been filed and remain undischarged or unbonded.

(c)      Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (2) partial

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releases of liens, and (3) other reasonable evidence of cost and payment so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ lien claims.

(d)      Each request for disbursement shall be accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested, stating the cost incurred in connection therewith and stating that Tenant has not previously received payment for such work or expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work has been substantially completed and complies with the applicable requirements of this Lease.

(e)      The Trustee may retain ten percent (10%) of the Restoration Fund until the Restoration is at least fifty percent (50%) complete, and thereafter five percent (5%) until the Restoration is substantially complete.

(f)      The Restoration Fund shall be kept in a separate interest-bearing federally insured account by the Trustee or by Lender.

(g)      At all times the undisbursed balance of the Restoration Fund held by Trustee plus any funds contributed thereto by Tenant, at its option, shall be not less than the cost of completing the Restoration, free and clear of all liens.

(h)      In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by Landlord, and approved by Lender, exceeds the amount of the Net Proceeds, the Restoration Award and Tenant Insurance Payment available for such Restoration, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration shall be paid to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration, the Net Proceeds or the Restoration Award shall be deemed to be disbursed prior to any amount added by Tenant.

16.       Subordination to Financing.

(a)      (i)      Subject to the provisions of Paragraph 16 (a)(ii), Tenant agrees that this Lease shall at all times be subject and subordinate to the lien of any Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination.

(ii)     Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by any default under any Mortgage, and in the event of a foreclosure or other enforcement of any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any Extension Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. So long as no Event of Default shall have occurred, Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by

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Law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that so long as no Event of Default shall have occurred under the Lease, during the time this Lease is in force insurance proceeds and Restoration Award shall be permitted to be used for Restoration in accordance with the provisions of this Lease.

(b)      Notwithstanding the provisions of Paragraph 16(a), the holder of any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force insurance proceeds and Restoration Award shall be permitted to be used for restoration in accordance with the provisions of this Lease.

(c)      At any time prior to the expiration of the Term, Tenant agrees, at the election and upon demand of any owner of the Leased Premises, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16 (a) above, to attorn, from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions.

(d)      Each of Tenant, any owner and Lender, however, upon demand of the other, hereby agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c), reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment as are provided in such subparagraphs and setting forth the terms and conditions of its tenancy.

(e)      Each of Tenant, Landlord and Lender agrees that, if requested by any of the others, each shall, without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement reasonably requested by Lender, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of subparagraph (a) and Tenant hereby agrees for the benefit of Lender that Tenant will not, (i) without in each case the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify the Lease (provided, however, Lender, in Lender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent, Additional Rent or other sum payable hereunder, (B) alter in any way the absolute and unconditional nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the initial term, or (D) otherwise, in Lender’s reasonable judgment, affect the rights or obligations of Landlord or Tenant hereunder), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of Lender which may be withheld in Lender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lender with respect to any termination permitted under the express terms hereof in connection with an offer to purchase the Leased Premises following certain events of Condemnation as provided in Paragraph 13 hereof), or (iii) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

17.       Assignment, Subleasing.

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(a)      Subject to the provisions of this Paragraph 17, Tenant may assign, sublet, mortgage or pledge its interest in this Lease and may sublet the Leased Premises in whole or in part, from time to time, without the consent of Landlord.

(b)      Each sublease of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting the original Tenant (i.e., Invitrogen Corporation) and any subsequent tenant who becomes Tenant hereunder, shall continue to remain liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease and at Landlord’s option, requiring any subtenant to recognize such sublease as a direct agreement between Landlord and such subtenant upon Tenant’s default (beyond any applicable cure period set forth herein).

(c)      Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default.

18.       Permitted Contests.

(a)      After prior written notice to Landlord, Tenant shall not be required to (i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any lien referred to in Paragraphs 9 or 12, or (iv) take any action with respect to any violation referred to in Paragraph 11(b) so long as Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (A) the collection of, or other realization upon, the Imposition or lien so contested, (B) the sale, forfeiture or loss of any of the Leased Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (C) any interference with the use or occupancy of any of the Leased Premises, (D) any interference with the payment of any Basic Rent or any Additional Rent, and (E) the cancellation of any fire or other insurance policy.

(b)      In no event shall Tenant pursue any contest with respect to any Imposition, Legal Requirement, lien, or violation, referred to above in such manner that exposes Landlord or Lender to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord and Lender or (iii) defeasance of its interest in the Leased Premises.

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(c)      Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof.

19.       Conditional Limitations; Default Provisions.

(a)      The occurrence of any one or more of the following events (any such event being specified herein as a failure or default) shall constitute an Event of Default under this Lease: (i) a failure by Tenant to make (regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, in law, in equity or before any administrative tribunal which had or might have the effect of preventing Tenant from complying with the provisions of this Lease): (x) any payment of Basic Rent which continues unremedied for a period of three (3) business days after written notice (“Nonpayment Notice”) thereof given to Tenant by Landlord or Lender or Lender’s designee, or (y) any payment of Additional Rent or other sum herein required to be paid by Tenant which continues unremedied for a period of fifteen (15) business days after a Nonpayment Notice is given to Tenant by Landlord or Lender or Lender’s designee; (ii) failure by Tenant to perform and observe, or a violation or breach of, any other provision in this Lease and such default shall continue for a period of sixty (60) business days after written notice thereof is given by Landlord or Lender or Lender’s designee to Tenant or if such default is of such a nature that it cannot reasonably be cured within such period of sixty (60) business days, such period shall be extended for such longer time as is reasonably necessary provided that Tenant has commenced to cure such default within said period of sixty (60) business days and is actively, diligently and in good faith proceeding with continuity to remedy such default; (iii) Tenant shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) or voluntarily consent to the appointment of a receiver or trustee for itself or for any of the Leased Premises, (C) voluntarily file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, or (D) voluntarily file a general assignment for the benefit of creditors; (iv) a court shall enter an order, judgment or decree appointing, with the voluntary consent of Tenant, a receiver or trustee for Tenant or for the Leased Premises or approving a petition filed against Tenant which seeks relief under the bankruptcy or other similar laws of the United States or any State, and such order, judgment or decree shall remain in force, undischarged or unstayed, 180 business days after it is entered; (v) Tenant shall in any insolvency proceedings be liquidated or dissolved or shall voluntarily commence proceedings towards its liquidation or dissolution; (vi) the estate or interest of Tenant in the Leased Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within 180 business days after such levy or attachment; or (vii) an Event of Default shall have occurred under any of the other Tenant Leases with Landlord during the Initial Term but excluding any Extension Term or (viii) any representation or warranty by Tenant in any lease, guaranty, estoppel or other written certificate, financial statement or agreement delivered in connection with this Lease shall have been incorrect in a material respect when made.

(b)      If any Event of Default shall have occurred, Landlord shall have the right at its option, then or at any time thereafter, to do any one or more of the following without demand upon or notice to Tenant:

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(i)      Landlord may give Tenant notice (following the occurrence of an Event of Default) of Landlord’s intention to terminate this Lease on a date specified in such notice (which date shall be no sooner than thirty (30) days after the date of the notice). Upon the date therein specified, unless the Event of Default for which the termination is effected has been cured by Tenant, the Term and the estate hereby granted and all rights of Tenant hereunder shall expire and terminate as if such date were the date herein above fixed for the expiration of the Term, but Tenant shall remain liable for all its obligations hereunder through the date herein above fixed for the expiration of the Term, including its liability for Basic Rent and Additional Rent as hereinafter provided.

(ii)      Landlord may, whether or not the Term of this Lease shall have been terminated pursuant to clause (i) above give Tenant notice (following the occurrence of an Event of Default) to surrender the Leased Premises to Landlord on a date specified in such notice (which date shall be no sooner than thirty (30) days after the date of the notice), at which time Tenant shall surrender and deliver possession of the Leased Premises to Landlord unless the Event of Default for which the termination is effected has been cured by Tenant. Upon or at any time after taking possession of the Leased Premises, Landlord may remove any persons or property therefrom. Landlord shall be under no liability for or by reason of any such entry, repossession or removal. No such entry or repossession shall be construed as an election by Landlord to terminate this Lease unless Landlord gives a written notice of such intention to Tenant pursuant to clause (i) above.

(iii)      After repossession of any of the Leased Premises pursuant to clause (ii) above, whether or not this Lease shall have been terminated pursuant to clause (i) above, Landlord may relet the Leased Premises or any part thereof to such tenant or tenants for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) for such rent, on such conditions (which may include concessions or free rent) and for such uses as Landlord, in its reasonable discretion, may determine; and Landlord shall collect and receive any rents payable by reason of such reletting. The rents received on such reletting shall be applied (A) first to the reasonable and actual expenses of such reletting and collection, including without limitation necessary renovation and alterations of the Leased Premises, reasonable and actual attorneys’ fees and any reasonable and actual real estate commissions paid, and (B) thereafter toward payment of all sums due or to become due Landlord hereunder. If a sufficient amount to pay such expenses and sums shall not be realized or secured, then Tenant shall pay Landlord any such deficiency monthly, and Landlord may bring an action therefor as such monthly deficiency shall arise. Landlord shall not, in any event, be required to pay Tenant any sums received by Landlord on a reletting of the Leased Premises in excess of the rent provided in this Lease, but such excess shall reduce any accrued present or future obligations of Tenant hereunder. Landlord’s re-entry and reletting of the Leased Premises without termination of this Lease shall not preclude Landlord from subsequently terminating this Lease as set forth above. Landlord may make such Alterations as Landlord in its reasonable discretion may deem advisable. Tenant agrees to pay Landlord, as Additional Rent, immediately upon demand, all reasonable expenses incurred by Landlord in obtaining possession, in performing Alterations and in reletting any of the Leased Premises, including fees and commissions of attorneys, architects, agents and brokers.

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(iv)      If Tenant shall fail to make payment of any installment of Basic Rent or any Additional Rent on or before the date when each such payment is due, Tenant shall pay to Landlord, a sum equal to two (2%) percent per annum above the then current Prime Rate, as hereinafter defined, of the amount unpaid, or the default rate specified under the Loan, whichever is greater (the “Default Rate”) computed from the date such payment of Basic Rent or Additional Rent was due to and including the date of payment. The term Prime Rate shall mean the prime rate of interest published in the Wall Street Journal or its successor, from time to time.

(v)      Landlord may exercise any other right or remedy now or hereafter existing by law or in equity, including, without limitation, the remedies provided for in: (i) California Civil Code Section 1951.2, including, without limitation, paragraph (3) of subdivision (a) thereof which provides that Landlord shall also be entitled to recover from Tenant the worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (ii) California Civil Code Section 1951.4, which provides, in effect, that a lessor may continue a lease in effect after the lessee’s breach and abandonment and may recover rent as it becomes due, if the lessee has the right to sublet or assign, subject only to reasonable limitations. Notwithstanding anything set forth herein to the contrary, Landlord shall give such notice as may be required under California Code of Civil Procedure Section 1161 or as may otherwise be required under California law prior to instituting any action to recover possession of the Leased Premises or for the appointment of a receiver to take possession of the Leased Premises after the occurrence of any Event of Default or prior to instituting any action for damages as a consequence of any Event of Default.

(c)      In the event of any expiration or termination of this Lease or repossession of any of the Leased Premises by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord Basic Rent, Additional Rent and all other sums required to be paid by Tenant to and including the date of such expiration, termination or repossession and, thereafter, Tenant shall, until the end of what would have been the Term in the absence of such expiration, termination or repossession, and whether or not any of the Leased Premises shall have been relet, be liable to Landlord for and shall pay to Landlord as liquidated and agreed current damages: (i) Basic Rent, Additional Rent and all other sums which would be payable under this Lease by Tenant in the absence of such expiration, termination or repossession, less (ii) the net proceeds, if any, of any reletting pursuant to paragraph 19 (b) (iii), after deducting from such proceeds all of Landlord’s reasonable expenses in connection with such reletting (including all reasonable repossession costs, brokerage commissions, legal expenses, attorneys’ fees, employees’ expenses, costs of Alteration and expenses of preparation for reletting). Tenant hereby agrees to be and remain liable for all sums aforesaid and Landlord may recover such damages from Tenant and institute and maintain successive actions or legal proceedings against Tenant for the recovery of such damages. Nothing herein contained shall be deemed to require Landlord to wait to begin such action or other legal proceedings until the date when the Term would have expired by limitation had there been no such Event of Default.

(d)      At any time after such expiration or sooner termination of this Lease pursuant to Paragraph 19 or pursuant to Law or if Landlord shall have reentered the Leased Premises, as the case may be, whether or not Landlord shall have recovered any amounts under Paragraph 19(b)(iii) or 19(c), Landlord shall be entitled to recover from Tenant and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages for Tenant’s default, the amount by which the Basic Rent, and all Additional Rent reserved hereunder for the

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unexpired portion of the Term demised herein as if the Lease had not expired or been terminated exceeds the then fair and reasonable rental value of the Leased Premises for the same period, discounted to present worth at the annual rate of seven percent (7%), minus any such monthly deficiencies previously recovered from Tenant under Paragraph 19(b)(iii) if applicable to such period.

(e)      If any statute or rule of law governing a proceeding in which such liquidated final damages provided for in Paragraph 19(d) are to be proved shall validly limit the amount thereof to an amount less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such statute or rule of law.

20.       Additional Rights of Landlord and Tenant.

(a)      No right or remedy conferred upon or reserved to Landlord in this Lease is intended to be exclusive of any other right or remedy; and each and every right and remedy shall be cumulative and in addition to any other right or remedy contained in this Lease. No delay or failure by Landlord or Tenant to enforce its rights under this Lease shall be construed as a waiver, modification or relinquishment thereof. In addition to the other remedies provided in this Lease, Landlord and Tenant shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation or attempted or threatened violation of any of the provisions of this Lease, or to specific performance of any of the provisions of this Lease.

(b)      Tenant hereby waives and surrenders for itself and all those claiming under it, including creditors of all kinds, any right and privilege which it or any of them may have under any present or future Law to redeem any of the Leased Premises or to have a continuance of this Lease after termination of this Lease or of Tenant’s right of occupancy or possession pursuant to any court order or any provision hereof.

(c)      Landlord hereby waives any right to distrain or levy upon Trade Fixtures or any property of Tenant and any Landlord’s lien or similar lien upon Trade Fixtures and any other property of Tenant regardless of whether such lien is created or otherwise. Landlord agrees at the request of Tenant, to execute a waiver of any Landlord’s or similar lien for the benefit of any present or future holder of a security interest in or lessor of any of Trade Fixtures or any other personal property of Tenant in mutually agreeable form.

(d)      Landlord acknowledges and agrees in the future to acknowledge (in a written form reasonably satisfactory to Tenant) to such persons and entities at such times and for such purposes as Tenant may reasonably request that the Trade Fixtures are Tenant’s property and not part of the Improvements (regardless of whether or to what extent such Trade Fixtures are affixed to the Improvements) or otherwise subject to the terms of this Lease.

(e)      Each of Tenant and Landlord (“Paying Party”) agrees to pay to the other party (herein called “Demanding Party”) any and all reasonable costs and expenses incurred by the Demanding Party in connection with any litigation or other action instituted by the Demanding Party to enforce the obligations of the Paying Party under this Lease, to the extent that the Demanding Party has prevailed in any such litigation or other action. Any amount payable by Tenant to Landlord pursuant to this Paragraph 20(e) shall be due and payable by Tenant to Landlord as Additional Rent. No sum payable by Landlord to Tenant under this subparagraph will be payable or recoverable from any sums pledged or assigned (or intended to have been pledged or assigned) by Landlord to Lender, Tenant’s right to recover such sums from Landlord being subordinate to the rights of Lender, such sums only being recoverable after

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payment to Lender in full of the Loan as constituted on the date hereof. As used in this Paragraph, costs and expenses shall include, without limitation, reasonable attorneys’ fees at trial, on appeal and on any petition for review, and in any proceeding in bankruptcy, in addition to all other sums provided by Law.

21.       Notices.   All notices, demands, requests, consents, approvals, offers, statements and other instruments or communications required or permitted to be given pursuant to the provisions of this Lease (collectively “Notice” or “Notices”) shall be in writing and shall be deemed to have been given for all purposes (i) three (3) days after having been sent by United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the other party at its address as stated below, or (ii) one (1) day after having been sent by Federal Express, United Parcel or other nationally recognized air courier service.

To the Addresses stated below:

If to Landlord (Landlord shall at all times during the Term of this Lease employ a qualified professional property management company or asset manager to manage the Property, and such manager shall be Tenant’s primary point of contact for all communications with Landlord, including, without limitation, the giving of all notices):

At the addresses set forth on Exhibit D attached hereto.

If any Lender shall have advised Tenant by Notice in the manner aforesaid that it is the holder of a Mortgage and states in said Notice its address for the receipt of Notices, then simultaneously with the giving of any Notice by Tenant to Landlord, Tenant shall send a copy of such Notice to Lender in the manner aforesaid. For the purposes of this Paragraph 21, any party may substitute its address by giving fifteen days’ notice to the other party in the manner provided above. Any Notice may be given on behalf of any party by its counsel.

22.       Estoppel Certificates.   Landlord and Tenant shall at any time and from time to time, upon not less than twenty days’ prior written request by the other, execute, acknowledge and deliver to the other a statement in writing, certifying (i) that this Lease is unmodified and in full effect (or, if there have been modifications, that this Lease is in full effect as modified, setting forth such modifications), (ii) the dates to which Basic Rent and any Additional Rent, payable hereunder has been paid, (iii) that to the knowledge of the signer of such certificate no default by either Landlord or Tenant exists hereunder or specifying each such

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default of which the signer may have knowledge, (iv) the remaining Term hereof, (v) with respect to a certificate signed on behalf of Tenant, that to the knowledge of the signer of such certificate, there are no proceedings pending or threatened against Tenant before or by any court or administrative agency which if adversely decided would materially and adversely affect the financial condition and operations of Tenant or if any such proceedings are pending or threatened to said signer’s knowledge, specifying and describing the same , and (vi) such other matters as may reasonably be requested by the party requesting the certificate. It is intended that any such statements may be relied upon by Lender, the recipient of such statements or their assignees or by any prospective purchaser, assignee or subtenant of the Leased Premises.

23.       Surrender and Holding Over.

(a)      Upon the expiration or earlier termination of this Lease, Tenant shall peaceably leave and surrender the Leased Premises (except as to any portion thereof with respect to which this Lease has previously terminated) to Landlord. Tenant shall remove from the Leased Premises on or prior to such expiration or earlier termination the Trade Fixtures and personal property which is owned by Tenant or third parties other than Landlord, and Tenant at its expense shall, on or prior to such expiration or earlier Termination, repair any damage caused by such removal. Trade Fixtures and personal property not so removed at the end of the Term or within thirty days after the earlier termination of the Term for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such property to be removed from the Leased Premises. The cost of removing and disposing of such property and repairing any damage to any of the Leased Premises caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any property which becomes the property of Landlord as a result of such expiration or earlier termination.

(b)      Any holding over by Tenant of the Leased Premises after the expiration or earlier termination of the Term of this Lease or any extensions thereof, with the consent of Landlord, shall operate and be construed as tenancy from month to month only, at one hundred ten percent (110%) of the Basic Rent reserved herein and upon the same terms and conditions as contained in this Lease. Notwithstanding the foregoing, any holding over without Landlord’s consent shall entitle Landlord, in addition to collecting Basic Rent at a rate of one hundred ten percent (110%) thereof, to exercise all rights and remedies provided by law or in equity, including the remedies of Paragraph 19 (b).

(c)      If Landlord consists of more than one entity, Landlord shall at all times employ a qualified, professional asset manager or property manager which manager shall be Tenant’s primary point of contact for all communications with Landlord. If Landlord consists of more than one entity, Rent shall be made payable to the asset manager or property manager of Landlord, as its authorized agent, or, upon the exercise by Lender of its rights under the Loan Documents, as directed by Lender.

24.       No Merger of Title.   There shall be no merger of this Lease nor of the leasehold estate created by this Lease with the fee estate in or ownership of any of the Leased Premises by reason of the fact that the same person, corporation, firm or other entity may acquire or hold or own, directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in such leasehold estate and (b) the fee estate or ownership of any of the Leased Premises or any interest in such fee estate or ownership. No such merger shall occur unless and until all persons, corporations, firms and other entities having any interest in (i) this Lease or the leasehold estate created by this Lease and (ii) the fee estate in or ownership of

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the Leased Premises or any part thereof sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.

25.       Definition of Landlord.

(a)      Anything contained herein to the contrary notwithstanding, any claim based on or in respect of any liability of Landlord under this Lease shall be enforced only against the Landlord’s interest in the Leased Premises and shall not be enforced against the Landlord individually or personally.

(b)      The term Landlord as used in this Lease so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners of the Leased Premises or holder of the Mortgage in possession at the time in question of the Leased Premises and in the event of any transfer or transfers of the title of the Leased Premises, the Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date of such transfer and conveyance of all personal liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed.

26.       Hazardous Substances.

(a)      Tenant agrees that it will not on, about, or under the Leased Premises, make, release, treat or dispose of any hazardous substances as that term is defined in the Comprehensive Environmental Response, Compensation and Liability Act, and the rules and regulations promulgated pursuant thereto, as from time to time amended, 42 U.S.C. § 9601 et seq . (the “Act”); but the foregoing shall not prevent the use of any hazardous substances in accordance with applicable Laws and regulations. Tenant represents and warrants that it will at all times comply with the Act and any other federal, state or local Laws, rules or regulations governing Hazardous Materials. Hazardous Materials as used herein shall mean all mold, mildew, chemicals, petroleum, crude oil or any fraction thereof, hydrocarbons, polychlorinated biphenyls (PCBs), asbestos, asbestos-containing materials and/or products, urea formaldehyde, or any substances which are classified as hazardous or toxic under the Act; hazardous waste as defined under the Solid Waste Disposal Act, as amended 42 U.S.C. §6901 et seq .; air pollutants regulated under the Clean Air Act, as amended, 42 U.S.C. §7401, et seq .; pollutants as defined under the Clean Water Act, as amended, 33 U.S.C. §1251, et seq ., any pesticide as defined by Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. §136, et seq ., any hazardous chemical substance or mixture or imminently hazardous substance or mixture regulated by the Toxic Substances Control Act, as amended, 15 U.S.C. §2601, et Seq., any substance listed in the United States Department of Transportation Table at 45 CFR l72.101; any chemicals included in regulations promulgated under the above listed statutes; any explosives, radioactive material, and any chemical or other substance regulated by federal, state or local statutes similar to the federal statutes listed above and regulations promulgated under such federal, state or local statutes.

(b)      To the extent required by the Act and/or any federal, state or local Laws, rules or regulations governing Hazardous Materials, Tenant shall remove any hazardous substances (as defined in the Act) and Hazardous Materials (as defined above) whether now or hereafter existing on the Leased Premises and whether or not arising out of or in any manner connected with Tenant’s occupancy of the Leased Premises during the Term. In addition to, and without limiting Paragraph 10 of this Lease Tenant shall and hereby does agree to defend, indemnify and hold Lender and Landlord, their officers, directors, shareholders, partners,

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beneficial owners, trustees, members, managers and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any applicable federal, state or local environmental Law with respect to the Leased Premises or Tenant’s or any other person’s or entity’s prior ownership of the Leased Premises; (ii) the release or threatened release of or failure to remove, as required by this Paragraph 26, hazardous substances (as defined in the Act) and Hazardous Materials (as defined above) at or from the Leased Premises or any portion or portions thereof, including any past or current release and any release or threatened release during the initial term and any extension or Extension Term whether or not arising out of or in any manner connected with Tenant’s occupancy of the Leased Premises during the initial term or any Extension Term.

(c)      The Tenant agrees that it will not install any underground storage tank at the Leased Premises without specific, prior written approval from the Landlord and Lender. The Tenant agrees that it will not store combustible or flammable materials on the Leased Premises in violation of the Act or any other federal, state or local Laws, rules or regulations governing Hazardous Materials.

27.       Entry by Landlord.   Landlord and its authorized representatives shall have the right upon reasonable notice (which shall be not less than three (3) business days except in the case of emergency) to enter the Leased Premises at all reasonable business hours (and at all other times in the event of an emergency): (a) for the purpose of inspecting the same or for the purpose of doing any work under Paragraph 11(c), and may take all such action thereon as may be necessary or appropriate for any such purpose (but nothing contained in this Lease or otherwise shall create or imply any duty upon the part of Landlord to make any such inspection or do any such work), and (b) for the purpose of showing the Leased Premises to prospective purchasers and mortgagees and, at any time within six (6) months prior to the expiration of the Term of this Lease for the purpose of showing the same to prospective tenants. No such entry shall constitute an eviction of Tenant but any such entry shall be done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation.

28.       Statements.   Tenant shall report on its website (so as to be available to Lender), when filed with the Securities and Exchange Commission, or promptly thereafter, copies of its Forms 10Q and 10K. If Tenant is not a public company, Tenant shall submit to Lender or its designee (a) any financial statements of Tenant which are provided by Tenant to its lenders, and (b) the annual audited financial report and quarterly audited or unaudited financial reports (only to the extent such quarterly reports are produced by Tenant and provided to any of its lenders) within one hundred twenty (120) days following the close of each fiscal year (in the case of annual reports) or fiscal quarter (in the case of quarterly reports) of Tenant.

29.       No Usury.   The intention of the parties being to conform strictly to the applicable usury laws, whenever any provision herein provides for payment by Tenant to Landlord of interest at a rate in excess of the legal rate permitted to be charged, such rate herein provided to be paid shall be deemed reduced to such legal rate.

30.       Separability.   Each and every covenant and agreement contained in this Lease is, and shall be construed to be, a separate and independent covenant and agreement, and the breach of any such covenant or agreement by Landlord shall not discharge or relieve Tenant from its obligation to perform the same. If any term or provision of this Lease or the application

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thereof to any provision of this Lease or the application thereof to any person or circumstances shall to any extent be invalid and unenforceable, the remainder of this Lease, or the application of such term or provision to person or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and shall be enforced to the extent permitted by law.

31.       Miscellaneous.

(a)      The paragraph headings in this Lease are used only for convenience in finding the subject matters and are not part of this Lease or to be used in determining the intent of the parties or otherwise interpreting this Lease.

(b)      As used in this Lease the singular shall include the plural as the context requires and the following words and phrases shall have the following meanings: (i) including shall mean including but not limited to; (ii) provisions shall mean provisions, terms, agreements, covenants and/or conditions; (iii) lien shall mean lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust; and (iv) obligation shall mean obligation, duty, agreement, liability, covenant or condition.

(c)      Any act which Landlord is permitted to perform under this Lease may be performed at any time and from time to time by Landlord or any person or entity designated by Landlord. Any act which Tenant is required to perform under this Lease shall be performed at Tenant’s sole cost and expense.

(d)      This Lease may be modified, amended, discharged or waived only by an agreement in writing signed by the party against whom enforcement of any such modification, amendment, discharge or waiver is sought.

(e)      The covenants of this Lease shall run with the Land and bind Tenant, the successors and assigns of Tenant and all present and subsequent encumbrancers and subtenants of any of the Leased Premises, and shall inure to the benefit of and bind Landlord, its successors and assigns.

(f)      This Lease will be simultaneously executed in several counterparts, each of which when so executed and delivered shall constitute an original, fully enforceable counterpart for all purposes.

(g)      This Lease shall be governed by and construed according to the laws of the State in which the Leased Premises is located, without regard to its conflicts of law rules.

(h)      Wherever the consent or approval of Landlord is required hereunder, Landlord agrees that it will not unreasonably withhold or delay such consent or approval.

32.       Additional Rent.   The term “Additional Rent” as used herein includes all amounts, costs, expenses, liabilities and obligations (including but not limited to Tenant’s obligation to pay any Net Awards or Purchase Price hereunder) which Tenant is required to pay pursuant to the terms of this Lease (other than Basic Rent) as well as every cost, fee, charge, loss or expense including, without limitation, default rate interest incurred by Landlord arising from Tenant’s default hereunder and imposed upon Landlord by Lender.

33.       Tenant’s Purchase Option .

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(a)      Subject to the provisions of 5(b)(iv), Tenant shall have the right to purchase the Leased Premises:

(i)      as of the tenth (10 ^th ) anniversary of the Commencement Date, for the sum of Fifty Seven Million Two Hundred Twenty Thousand Dollars ($57,220,000); and

(ii)      at anytime after March 1, 2006, (but prior to or on December 1, 2015) Tenant shall have the option to purchase the equity investment of Landlord for the applicable sum indicated in Exhibit F opposite the respective periods of the Term shown therein, for the calendar month in which the Equity Repurchase Closing Date (hereinafter defined) occurs, provided Tenant assumes or defeases the existing Loan. In the case of a defeasance of the Loan, Tenant acknowledges that such right may not be exercised until the earlier to occur of (i) four (4) years from the first payment date under the Loan or (ii) two (2) years from the date of securitization of the Loan. In the case of an assumption of the Loan, the new landlord entity shall be a single purpose entity whose formation documents contain Lender’s customary single purpose entity requirements and all of the Lender’s requirements for an assumption of the Loan shall have otherwise been complied with.

Each such right shall be exercised, if at all, by Tenant’s delivery of written notice to Landlord specifying such election, on or before December 1, 2015 (“Exercise Notice”). If Tenant fails to timely deliver the Exercise Notice, the rights to purchase the Property set forth in this Paragraph shall be deemed automatically waived without further act on the part of either party and shall be of no further force and effect.

(b)      Upon delivery of the Exercise Notice, Tenant shall order a commitment for an ALTA form B Owner’s Title Insurance policy for the Leased Premises (“Title Commitment”) issued by Chicago Title Insurance Company or such other nationally recognized title company (“Title Company”) and a complete set of underlying documents indicated in the Title Commitment and deliver a copy of the same to Landlord. Landlord shall deliver to Tenant complete and accurate copies of all leases, easements or other agreements in Landlord’s possession not shown on the Title Commitment and related to the ownership, operation or management of the Property and its physical condition. At closing, Landlord shall convey the Leased Premises to Tenant by grant deed, subject to all encumbrances existing as of the date hereof, acts of Tenant, or those claiming by, through or under Tenant, and such other encumbrances shown on the Title Commitment as Tenant may have previously approved or that do not materially interfere with Tenant’s use of the Premises, the lien of any Taxes, any survey matters not caused by Landlord or those claiming through or under Landlord. Tenant shall pay all costs associated with the conveyance of the Property, including, without limitation, transfer taxes.

(c)      If Tenant timely delivers the Exercise Notice, Landlord shall convey title to Tenant on the sixtieth (60 ^th ) day thereafter (“Equity Repurchase Closing Date”) or at any time prior thereto as the parties shall mutually agree. In the case of the right set forth in subparagraph 33 (a) (ii) above, and subject to the express terms and conditions of the Loan Documents, Tenant shall either defease the loan encumbering the Property, or alternatively, at its sole cost and expense, shall take subject to the existing loan and Mortgage (and shall pay all sums due under the Loan Documents (including, without limitation, prepayment, yield maintenance, defeasance, assumption or similar fees due Lender thereunder). Notwithstanding the foregoing, Tenant shall not be obligated for sums due Lender if such amounts are caused by the Landlord’s breach or default to the extent such breach or default is unrelated to Tenant’s non-performance under the

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Lease. If the Equity Repurchase Closing Date is not a day on which banks in Los Angeles, California, are open for business, the next regular business day following the anniversary date as the aforesaid banks are open for business. The purchase price shall be payable at closing in cash in immediately available funds, deposited not later than 1:00 pm Eastern time. The closing of the transaction shall be conducted through escrow at the Title Company. Each party shall execute such closing and proration statements as may be required to effectuate the transaction, including, without limitation, ALTA statements, transfer tax declarations, closing statements, gap undertakings, terminations of property or asset management agreements, and the like. Closing expenses shall be paid by Tenant.

34.       Brokerage Fees .  Landlord and Tenant each represent and warrant that with the exception of Julien J. Studley (“Studley”), whose commission shall be paid by Landlord pursuant to that certain agreement dated July 26, 2004 executed between Studley and Tenant they have not employed a broker in connection with the execution of this lease. Landlord and Tenant shall each indemnify and hold the other harmless from and against any claim or claims for brokerage or other commissions arising from such party having employed a broker contrary to its representation in this Paragraph 34.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be executed under seal as of the day and year first above written.

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EXHIBIT B

Number of Consecutive Extension Terms: Two (2)

Duration of each Extension Term: Eight (8) Years

Basic Rent During Extension Terms: In the event the applicable Extension Term is exercised in a timely fashion, the Lease shall be extended for the term of the applicable Extension Term 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 Landlord and Tenant within thirty (30) days of Tenant’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 and industrial space, without regard to improvements installed by Tenant at its sole cost and expense, which are specific to its specialized business operations at the Leased Premises. (In furtherance of the foregoing, it is the intent of the parties, in determining the Fair Market Rent, to exclude Tenant’s improvements which are not reusable as general office improvements). “Comparable building”, as used herein, will mean any industrial

building greater than 100,000 square feet. “Comparable market”, as used herein, will mean either or both of San Diego County or North San Diego County (it being the intent of the parties that the following submarkets are specifically included: Carlsbad, Vista, San Marcos, Oceanside, Solana Beach, Del Mar, Sorrento Mesa and Sorrento Valley).

Fair Market Rent shall be determined in the following manner:

(2) Not later than ten (10) days after both arbitrators are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each arbitrator their separate suggested Fair Market Rent rental rate and shall provide a copy of such submission to the other party. The two (2) selected arbitrators, after reviewing such submissions, shall determine whether Landlord’s or Tenant’s estimate of the Fair Market Rent is closer to the actual market rental rate of the Premises. If both arbitrators agree that one of said declared estimates is closer to the actual market rental rate, they shall declare that estimate to be the Fair Market Rent, and their decision shall be final and binding upon the parties.

(3) If the two selected arbitrators are unable to agree on the Fair Market Rent within thirty (30) days after receipt of Landlord’s and Tenant’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 ten (10) days after the expiration of said thirty (30) day period. If no arbitrator is selected within such ten (10) 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 Landlord’s and Tenant’s) of the Fair Market Rent is closer to the actual market rental rate. Such third arbitrator shall make a decision not later than thirty (30) days after appointment.

(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.

Upon determination of the Fair Market Rent pursuant to provisions of this Paragraph Landlord and Tenant shall amend this Lease to reflect the new Basic Rent.

Exhibit 10.5

Loan No. V_52173

FIXED RATE NOTE

FOR VALUE RECEIVED, those entities listed on Exhibit A attached hereto and made a part hereof, having an address at c/o Griffin Capital Corporation, 2321 Rosecrans Avenue, Suite 3290, El Segundo, California 90245 (such entities are hereafter referred to as, individually, a “Borrower” and collectively, the “Borrower,” as the context may require, provided, however, that the context shall always be one which affords the Lender the broadest possible rights and remedies under the Loan Documents and which permits Lender, in its discretion, to enforce the obligations and liabilities hereunder against one or more of the entities comprising the Borrower), each jointly and severally promise to pay to the order of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, its successors and assigns (hereinafter referred to as “Lender”), at the office of Lender or its agent, designee, or assignee at 270 Park Avenue, New York, New York 10017, Attention: Loan Servicing, or at such place as Lender or its agent, designee, or assignee may from time to time designate in writing, the principal sum of THIRTY SEVEN MILLION AND NO/100 DOLLARS ($37,000,000.00), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Applicable Interest Rate (hereinafter defined) at all times prior to the occurrence of an Event of Default (as defined in the Security Instrument [hereinafter defined]), and to be paid in installments as set forth below. Unless otherwise herein defined, all initially capitalized terms shall have the meanings given such terms in the Security Instrument.

1.   PAYMENT TERMS

Principal and interest due under this Note shall be paid as follows:

(a)        A payment of interest only on the date hereof for the period from the date hereof through February 28, 2006, both inclusive; and

(b)        A constant payment of $217,098.62, on the first day of April, 2006 and on the first day of each calendar month thereafter, up to and including the first day of February, 2016;

with payments under this Note to be applied as follows:

(i) First, to the payment of interest and other costs and charges due in connection with this Note or the Debt, as Lender may determine in its sole discretion; and

(ii) The balance shall be applied toward the reduction of the principal sum;

and the balance of said principal sum, together with accrued and unpaid interest and any other amounts due under this Note shall be due and payable on the first day of March, 2016 or upon

earlier maturity hereof whether by acceleration or otherwise (the “Maturity Date”). Interest on the principal sum of this Note shall be calculated on the basis of a three hundred sixty (360) day year and paid for the actual number of days elapsed. All amounts due under this Note shall be payable without setoff, counterclaim or any other deduction whatsoever.

2.   INTEREST

The term “ Applicable Interest Rate ” means from the date of this Note through and including the Maturity Date, a rate of five and 80/100 percent (5.80%) per annum.

3.   SECURITY

This Note is secured by, and Lender is entitled to the benefits of, the Security Instrument, the Assignment, the Environmental Agreement, and the other Loan Documents (hereinafter defined). The term “ Security Instrument ” means the Deed of Trust, Security Agreement and Fixture Filing dated the date hereof given by Borrower for the use and benefit of Lender covering the estate of Borrower in certain premises as more particularly described therein (which premises, together with all properties, rights, titles, estates and interests now or hereafter securing the Debt and/or other obligations of Borrower under the Loan Documents, are collectively referred to herein as the “ Property ”). The term “ Assignment ” means the Assignment of Leases and Rents of even date herewith executed by Borrower in favor of Lender. The term “ Environmental Agreement ” means the Environmental Indemnity Agreement of even date herewith executed by Borrower in favor of Lender. The term “ Loan Documents ” refers collectively to this Note, the Security Instrument, the Assignment, the Environmental Agreement, and any and all other documents executed in connection with this Note or now or hereafter executed by Borrower and/or others and by or in favor of Lender, which wholly or partially secure or guarantee payment of this Note or pertains to indebtedness evidenced by this Note.

4.   LATE FEE

If any installment payable under this Note (including the final installment due on the Maturity Date) is not received by Lender prior to the tenth (10 ^th ) calendar day after the same is due (without regard to any applicable cure and/or notice period), Borrower shall pay to Lender upon demand an amount equal to the lesser of (a) five percent (5%) of such unpaid sum or (b) the maximum amount permitted by applicable law to defray the expenses incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment, and such amount shall be secured by the Loan Documents.

5.   DEFAULT AND ACCELERATION

So long as an Event of Default exists, Lender may, at its option, without notice or demand to Borrower, declare the Debt immediately due and payable. All remedies hereunder, under the Loan Documents and at law or in equity shall be cumulative. In the event that it should become necessary to employ counsel to collect the Debt or to protect or foreclose the security for the Debt or to defend against any claims asserted by Borrower arising from or related to the Loan Documents, Borrower also agrees to pay to Lender on demand all costs of collection

or defense incurred by Lender, including reasonable attorneys’ fees for the services of counsel whether or not suit be brought.

6.   DEFAULT INTEREST

Upon the occurrence of an Event of Default Borrower shall pay interest on the entire unpaid principal sum and any other amounts due under the Loan Documents at the rate equal to the lesser of (a) the maximum rate permitted by applicable law, or (b) the greater of (i) five percent (5%) above the Applicable Interest Rate or (ii) five percent (5%) above the Prime Rate (hereinafter defined), in effect at the time of the occurrence of the Event of Default (the “ Default Rate ”). The term “ Prime Rate ” means the prime rate reported in the Money Rates section of The Wall Street Journal . In the event that The Wall Street Journal should cease or temporarily interrupt publication, the term “ Prime Rate ” shall mean the daily average prime rate published in another business newspaper, or business section of a newspaper, of national standing and general circulation chosen by Lender. In the event that a prime rate is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index which is readily available and verifiable to Borrower but is beyond Lender’s control. The Default Rate shall be computed from the occurrence of the Event of Default until the actual receipt and collection of a sum of money determined by Lender to be sufficient to cure the Event of Default. Amounts of interest accrued at the Default Rate shall constitute a portion of the Debt, and shall be deemed secured by the Loan Documents. This clause, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default.

7.   PREPAYMENT

(a)        The principal balance of this Note may not be prepaid in whole or in part (except with respect to the application of casualty or condemnation proceeds) prior to the Maturity Date. If following the occurrence of any Event of Default, Borrower shall tender payment to Lender or Lender shall receive proceeds (whether through foreclosure or the exercise of the other remedies available to Lender under the Security Instrument or the other Loan Documents), Borrower shall pay in addition to interest accrued and unpaid on the principal balance of this Note and all other sums then due under this Note and the other Loan Documents a prepayment consideration in an amount equal to the greater of (A) one percent (1%) of the outstanding principal balance of this Note at the time such payment or proceeds are received, or (B) (x) the present value as of the date such payment or proceeds are received of the remaining scheduled payments of principal and interest from the date such payment or proceeds are received through the Maturity Date (including any balloon payment) determined by discounting such payments at the Discount Rate (as hereinafter defined), less (y) the amount of the payment or proceeds received. The term “ Discount Rate ” means the rate which, when compounded monthly, is equivalent to the Treasury Rate (as hereinafter defined), when compounded semi-annually. The term “ Treasury Rate ” means the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading “U.S. Government Securities/Treasury Constant Maturities” for the week ending prior to the date the payment or such proceeds are received, of U.S. Treasury constant maturities with maturity dates (one longer and one shorter) most nearly approximating the Maturity Date. (In the event Release H.15 is no

longer published, Lender shall select a comparable publication to determine the Treasury Rate.) Lender shall notify Borrower of the amount and the basis of determination of the required prepayment consideration, which shall be conclusive except in the case of manifest error. Notwithstanding the foregoing, Borrower shall have the additional privilege to prepay the entire principal balance of this Note (together with any other sums constituting the Debt) on any scheduled payment date occurring on or after that date which is three (3) months preceding the Maturity Date without any fee or consideration for such privilege. Except as otherwise expressly provided in subsection (b) below, the prepayment fees provided above shall be due, to the extent permitted by applicable law, under any and all circumstances where all or any portion of this Note is paid prior to the scheduled payment date which is three (3) months prior to the Maturity Date, even if such prepayment results from Lender’s exercise of its rights upon Borrower’s default and acceleration of this Note (irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due hereunder or under any of the other Loan Documents. Borrower acknowledges that, in establishing the Applicable Interest Rate, Lender has assumed and taken into account the fact that the loan evidenced hereby will not be prepaid (other than at the times, and on the terms, herein provided) and that there will be no prohibited transfer of the Property or any other event which would cause Lender to accelerate this Note. The foregoing provisions relating to Borrower’s payment of a premium in the event of an acceleration are intended to compensate Lender in the event that this assumption proves to be incorrect. No tender of a prepayment of this Note with respect to which a prepayment fee is due shall be effective unless such prepayment is accompanied by the prepayment fee. If Lender exercises its option to declare the entire unpaid principal balance due and payable and/or causes to be recorded a notice of default in accordance with Section 2924 of the California Civil Code (or any comparable statute of law) following the occurrence of a default, there shall be due and payable (in the absence of reinstatement in accordance with Section 2924c of the California Civil Code or any comparable statute of law), in addition to the unpaid principal balance accrued interest and any other sums due hereunder or under any of the other Loan Documents, a prepayment fee computed as provided in subsection (a) above.

Please initial                             X                                  .

Griffin Capital (Carlsbad Pointe) Investors, LLC, Griffin Capital (Carlsbad Pointe) Investor 1, LLC, Griffin Capital (Carlsbad Pointe) Investor 2, LLC, Griffin Capital (Carlsbad Pointe) Investor 3, LLC, Griffin Capital (Carlsbad Pointe) Investor 4, LLC, Griffin Capital (Carlsbad Pointe) Investor 5, LLC, Griffin Capital (Carlsbad Pointe) Investor 6, LLC, Griffin Capital (Carlsbad Pointe) Investor 7, LLC, Griffin Capital (Carlsbad Pointe) Investor 8, LLC, Griffin Capital (Carlsbad Pointe) Investor 9, LLC, Griffin Capital (Carlsbad Pointe) Investor 10, LLC, Griffin Capital (Carlsbad Pointe) Investor 11, LLC, Griffin Capital (Carlsbad Pointe) Investor 12, LLC, Griffin Capital (Carlsbad Pointe) Investor 13, LLC, Griffin Capital (Carlsbad Pointe) Investor 14, LLC, Griffin Capital (Carlsbad Pointe) Investor 15, LLC, Griffin Capital (Carlsbad Pointe) Investor 16, LLC, Griffin Capital (Carlsbad Pointe) Investor 17, LLC, Griffin Capital (Carlsbad Pointe) Investor 18, LLC, Griffin Capital (Carlsbad Pointe) Investor 19, LLC, Griffin Capital (Carlsbad Pointe) Investor 20, LLC, Griffin Capital (Carlsbad Pointe) Investor 21, LLC, Griffin Capital (Carlsbad Pointe) Investor 22, LLC, Griffin Capital (Carlsbad Pointe) Investor 23, LLC, Griffin Capital (Carlsbad Pointe) Investor 24, LLC, Griffin Capital (Carlsbad Pointe) Investor 25, LLC, Griffin Capital (Carlsbad Pointe) Investor 26, LLC, Griffin Capital (Carlsbad Pointe) Investor 27, LLC, Griffin Capital (Carlsbad Pointe) Investor 28, LLC, Griffin Capital (Carlsbad Pointe) Investor 29, LLC

(b)        If the prepayment results from the application to the Debt of the casualty or condemnation proceeds from the Property, no prepayment consideration will be imposed. Partial prepayments of principal resulting from the application of casualty or condemnation proceeds to the Debt shall not change the amounts of subsequent monthly installments nor change the dates on which such installments are due, unless Lender shall otherwise agree in writing.

(c)        (i)        Notwithstanding any provision of this Section 7 to the contrary, at any time after the earlier of (1) the date which is two years after the “startup day,” within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the “Code”), of a “real estate mortgage investment conduit,” within the meaning of Section 860D of the Code, that holds this Note, and (2) a regularly scheduled payment date on or after that date which is four (4) years after the date of the first monthly payment due under Section 1(b), and provided no Event of Default (or any event which with the passage of time or the giving of notice, or both, could become an Event of Default) has occurred under the Security Instrument or under any of the Loan Documents, Borrower may cause the release of the Property (in whole but not in part) from the lien of the Security Instrument and the other Loan Documents upon the satisfaction of the following conditions precedent:

(A)        not less than sixty (60) days prior written notice to Lender specifying a regularly scheduled payment date (the “ Release Date ”) on which the Defeasance Deposit (hereinafter defined) is to be made;

(B)        the payment to Lender of interest accrued and unpaid on the principal balance of this Note to and including the Release Date;

(C)        the payment to Lender of all other sums, not including scheduled interest or principal payments, then due under this Note, the Security Instrument and the other Loan Documents;

(D)        the payment to Lender of the Defeasance Deposit; and

(E)        the delivery to Lender of:

 (1)        a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Borrower with the Defeasance Deposit in accordance with this subparagraph (the “ Security Agreement ”);

 (2)        a release of the Property from the lien of the Security Instrument (for execution by Lender) in a form appropriate for the jurisdiction in which the Property is located;

 (3)        an officer’s certificate of Borrower certifying that the requirements set forth in this subparagraph (i) have been satisfied;

 (4)        an opinion of counsel for Borrower in form satisfactory to Lender stating, among other things, that defeasance of this Note will not cause any adverse consequences to any REMIC holding the Loan or the holders of any securities issued by the REMIC or result in a taxation of the income from the Loan to such REMIC or cause a loss of REMIC status, and that Lender has a perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations purchased by Lender on behalf of Borrower;

 (5)        an opinion of a certified public accountant acceptable to Lender to the effect that the Defeasance Deposit is adequate to provide payment on or prior to, but as close as possible to, all successive scheduled payment dates after the Release Date upon which interest and principal payments are required under this Note (including the amounts due on the Maturity Date) and in amounts equal to the scheduled payments due on such dates under this Note;

 (6)        evidence in writing from the applicable Rating Agencies to the effect that such release will not result in a re-qualification, reduction or withdrawal of any rating in effect immediately prior to such defeasance for any Securities;

 (7)        payment of all of Lender’s expenses incurred in connection with the defeasance including, without limitation, reasonable attorneys fees; and

 (8)        such other certificates, documents or instruments as Lender may reasonably request.

In connection with the conditions set forth in subsection (c)(i)(E) above, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which provide payment on or prior to, but as close as possible to, all successive scheduled payment dates after the Release Date upon which interest and principal payments are required under this Note (including the amounts due on the Maturity Date) and in amounts equal to the scheduled payments due on such dates under this Note (the “ Scheduled Defeasance Payments ”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be made directly to Lender and applied to satisfy the obligations of the Borrower under this Note.

(ii) Upon compliance with the requirements of this subsection (c), the Property shall be released from the lien of the Security Instrument and the pledged U.S. Obligations shall be the sole source of collateral securing this Note. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by subparagraph (c)(i) above and satisfy the Borrower’s obligations under this subsection (c) shall be remitted to the Borrower with the release of the Property from the lien of the Security Instrument.

(iii) For purposes of this subsection (c), the following terms shall have the following meanings:

(A)        The term “ Defeasance Deposit ” shall mean an amount equal to 100% of the remaining principal amount of this Note, the Yield Maintenance Premium, any costs and expenses incurred or to be incurred in the purchase of the U.S. Obligations necessary to meet the Scheduled Defeasance Payments and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of this Note or otherwise required to accomplish the agreements of this subsection;

(B)        The term “ Yield Maintenance Premium ” shall mean the amount (if any) which, when added to the remaining principal amount of this Note, will be sufficient to purchase U.S. Obligations providing the required Scheduled Defeasance Payments; and

(C)        The term “ U.S. Obligations ” shall mean direct non-callable obligations of the United States of America.

(iv) Upon the release of the Property in accordance with this subsection (c), Borrower shall, at Lender’s request, assign all its obligations and rights under this Note, together with the pledged Defeasance Deposit, to a successor special purpose entity designated by Borrower and approved by Lender in its sole discretion. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s obligations under this Note and the Security Agreement. In connection with such assignment and assumption, Borrower shall (x) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that this Note, the Security Agreement and the other Loan Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms, and (y) pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). In connection with such assignment and assumption, Borrower and any Guarantor may be released of personal liability under the Note and the other Loan Documents, but only as to acts or events occurring after the closing of such assignment and assumption.

(v) Upon the release of the Property in accordance with this subsection (c), Borrower shall have no further right to prepay this Note pursuant to the other provisions of this Section 7 or otherwise.

8.   SAVINGS CLAUSE

This Note is subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance due hereunder at a rate which could subject

Lender to either civil or criminal liability as a result of being in excess of the maximum interest rate which Borrower is permitted by applicable law to contract or agree to pay. If by the terms of this Note, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of such maximum rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the Debt, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of this Note until payment in full so that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate of interest from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

9.   WAIVERS

(a)        Except as specifically provided in the Loan Documents, Borrower and any endorsers, sureties or guarantors hereof jointly and severally waive presentment and demand for payment, notice of intent to accelerate maturity, notice of acceleration of maturity, protest and notice of protest and non-payment, all applicable exemption rights, valuation and appraisement, notice of demand, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note and the bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and collateral securing payment hereof. Borrower and any surety, endorser or guarantor hereof agree (i) that the time for any payments hereunder may be extended from time to time without notice and consent, (ii) to the acceptance by Lender of further collateral, (iii) the release by Lender of any existing collateral for the payment of this Note, (iv) to any and all renewals, waivers or modifications that may be granted by Lender with respect to the payment or other provisions of this Note, and/or (v) that additional Borrowers, endorsers, guarantors or sureties may become parties hereto all without notice to them and without in any manner affecting their liability under or with respect to this Note. No extension of time for the payment of this Note or any installment hereof shall affect the liability of Borrower under this Note or any endorser or guarantor hereof even though the Borrower or such endorser or guarantor is not a party to such agreement.

(b)        Failure of Lender to exercise any of the options granted herein to Lender upon the happening of one or more of the events giving rise to such options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect to the same or any other event. The acceptance by Lender of any payment hereunder that is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the options granted herein to Lender at that time or at any subsequent time or nullify any prior exercise of any such option without the express written acknowledgment of the Lender.

10.   EXCULPATION

(a)        Notwithstanding anything in the Loan Documents to the contrary, but subject to the qualifications below, Lender and Borrower agree that:

(i) Borrower shall be liable upon the Debt and for the other obligations arising under the Loan Documents to the full extent (but only to the extent) of the security therefor; provided, however, that in the event (A) of fraud, willful misconduct or material misrepresentation by Borrower, its general partners, if any, its principals, its affiliates, its agents or by any Guarantor in connection with the loan evidenced by this Note, (B) of a breach or default under Sections 4.3 or 8.3 of the Security Instrument, (C) the Property or any part thereof becomes an asset in a voluntary bankruptcy or insolvency proceeding, (D) the involuntary bankruptcy of a Borrower if such Borrower and its respective Guarantors are not using their best efforts to obtain dismissal of the bankruptcy proceeding or the involuntary bankruptcy of a Borrower which is instituted by another Borrower, (E) the filing by Borrower, its general partners, if any, its managing member, if any, its principal or its Guarantors, or any trustee of any Borrower of any action to partition all or any portion of the Property or any action to compel any sale thereof, or (F) without Lender’s prior consent, the removal or resignation of any Borrower’s general partner, managing member, non-member manager, or designated manager or managing agent with respect to all operating matters including, but not limited to, management and operation of the Property, leasing decisions, tenant improvements, capital improvements and other issues, opening bank accounts for the Borrower with respect to the Property, decisions as to amount and timing of distributions to the Borrower and handling disputes with tax or other governmental authorities for the Property, the limitation on recourse set forth in this Subsection 10(a) will be null and void and completely inapplicable, and this Note shall be with full recourse to Borrower.

(ii) If a default occurs in the timely and proper payment of all or any part of the Debt, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Note or the Security Instrument by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Lender to enforce and realize upon the Security Instrument, the Other Loan Documents and the interest in the Property, the Rents and any other collateral given to Lender created by the Security Instrument and the Other Loan Documents; provided, however, that any judgment in any action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given to Lender. Lender, by accepting this Note and the Security Instrument, agrees that it shall not, except as otherwise herein provided, sue for, seek or demand any deficiency judgment against Borrower in any action or proceeding, under or by reason of or under or in connection with this Note, the Other Loan Documents or the Security Instrument.

(iii) The provisions of this Subsection 10(a) shall not (A) constitute a waiver, release or impairment of any obligation evidenced or secured by this Note, the Other Loan Documents or the Security Instrument; (B) impair the right of Lender to name

Borrower as a party defendant in any action or suit for judicial foreclosure and sale under the Security Instrument; (C) affect the validity or enforceability of any indemnity, guaranty, master lease or similar instrument made in connection with this Note, the Security Instrument, or the Other Loan Documents; (D) impair the right of Lender to obtain the appointment of a receiver; (E) impair the enforcement of the Assignment executed in connection herewith; (F) impair the right of Lender to enforce the provisions of Article 11 of the Security Instrument; or (G) impair the right of Lender to obtain a deficiency judgment or judgment on this Note against Borrower if necessary to obtain any insurance proceeds or condemnation awards to which Lender would otherwise be entitled under the Security Instrument; provided, however, Lender shall only enforce such judgment against the insurance proceeds and/or condemnation awards.

(iv) Notwithstanding the provisions of this Article to the contrary, Borrower shall be personally liable to Lender for the Losses it incurs due to: (A) the misapplication or misappropriation of Rents; (B) the misapplication or misappropriation of insurance proceeds or condemnation awards; (C) Borrower’s failure to return or to reimburse Lender for all Personal Property taken from the Property by or on behalf of Borrower and not replaced with Personal Property of the same utility and of the same or greater value; (D) any act of actual waste or arson by Borrower, any principal, affiliate, general partner or member thereof or by any Guarantor; (E) any fees or commissions paid by Borrower to any principal, affiliate, general partner or member of Borrower, or any Guarantor in violation of the terms of this Note, the Security Instrument or the Other Loan Documents; (F) Borrower’s failure to comply with the provisions of Section 11 of the Security Instrument; or (G) for all obligations and indemnities of Borrower under the Environmental Indemnity Agreement (it being agreed that the obligations of the borrower under the Environmental Agreement are not limited by Section 10(a) hereof) relating to hazardous or toxic substances or compliance with environmental laws and regulations to the full extent of any losses or damages (including those resulting from diminution in value of the Property) incurred by Lender as a result of the existence of such hazardous or toxic substances or failure to comply with environmental laws or regulations.

(b)        Nothing herein shall be deemed to be a waiver of any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt, owing to Lender in accordance with this Note, the Security Instrument and the Other Loan Documents.

11.   AUTHORITY

Borrower (and the undersigned representative of Borrower, if any) represents that Borrower has full power, authority and legal right to execute, deliver and perform its obligations pursuant to this Note and the other Loan Documents and that this Note and the other Loan Documents constitute legal, valid and binding obligations of Borrower. Borrower further represents that the loan evidenced by the Loan Documents was made for business or commercial purposes and not for personal, family or household use.

12.   NOTICES

All notices or other communications required or permitted to be given pursuant hereto shall be given in the manner and be effective as specified in the Security Instrument, directed to the parties at their respective addresses as provided therein.

13.   TRANSFER

Lender shall have the unrestricted right at any time or from time to time to sell this Note and the loan evidenced by this Note and the Loan Documents or participation interests therein. Borrower, at no cost to Borrower, shall execute, acknowledge and deliver any and all instruments requested by Lender to satisfy such purchasers or participants that the unpaid indebtedness evidenced by this Note is outstanding upon the terms and provisions set out in this Note and the other Loan Documents. To the extent, if any, specified in such assignment or participation, such assignee(s) or participant(s) shall have the rights and benefits with respect to this Note and the other Loan Documents as such assignee(s) or participant(s) would have if they were the Lender hereunder. If Lender sells a participation interest in this Note, Lender shall specify one (1) party as the sole contact with Borrower with respect to the Note and the Other Loan Documents and upon whose direction Borrower may rely.

14.   WAIVER OF TRIAL BY JURY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO (A) ALLEGATIONS THAT A PARTNERSHIP EXISTS BETWEEN LENDER AND BORROWER; (B) USURY OR PENALTIES OR DAMAGES THEREFOR; (C) ALLEGATIONS OF UNCONSCIONABLE ACTS, DECEPTIVE TRADE PRACTICE, LACK OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL REASONABLENESS, OR SPECIAL RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR CONFIDENTIAL RELATIONSHIP); (D) ALLEGATIONS OF DOMINION, CONTROL, ALTER EGO, INSTRUMENTALITY, FRAUD, REAL ESTATE FRAUD, MISREPRESENTATION, DURESS, COERCION, UNDUE INFLUENCE, INTERFERENCE OR NEGLIGENCE; (E) ALLEGATIONS OF TORTIOUS INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST; OR (F) SLANDER, LIBEL OR DAMAGE TO REPUTATION. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

15.   APPLICABLE LAW

This Note shall be governed by and construed in accordance with the laws of the state in which the real property encumbered by the Security Instrument is located (without regard to any conflict of laws or principles) and the applicable laws of the United States of America.

16.   JURISDICTION

BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE IN WHICH THE PROPERTY IS LOCATED IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

17.   NO ORAL CHANGE

The provisions of this Note and the Loan Documents may be amended or revised only by an instrument in writing signed by the Borrower and Lender. This Note and all the other Loan Documents embody the final, entire agreement of Borrower and Lender and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of Borrower and Lender. There are no oral agreements between Borrower and Lender.

18.   LIABILITY

If Borrower consists of more than one person or entity, the obligations and liability of each person or entity hereunder shall be joint and several. Borrower hereby waives and all rights of subrogation, reimbursement, contribution, indemnity or otherwise arising by contract or operation of law, including without limitation any lien rights, from or against any other Borrower until the Loan is paid in full and all Borrower’s obligations under the Loan Documents are fulfilled.

[The remainder of the page is intentionally left blank.]

Executed as of the day and year first above written.

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

Exhibit 10.6

(Space Above For Recorder’s Use Only)            

NOTE AND DEED OF TRUST

ASSUMPTION AGREEMENT

(JPMCC 2006-LDP6; Loan No. 030256201)

THIS NOTE AND DEED OF TRUST ASSUMPTION AGREEMENT  (“ Agreement ”) is executed May 10, 2011, effective as of May 13, 2011, and is entered into among WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-LDP6 (“ Lender ”), each having an address at 9062 Old Annapolis Road, Columbia, MD 21045, Attention: Corporate Trust Services CMBS, Re: JPMCC 2006-LDP6; Loan No 030256201; GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTORS, LLC (“Griffin Capital”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 1, LLC (“TIC 1”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 2, LLC (“TIC 2”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 3, LLC (“TIC 3”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 4, LLC (“TIC 4”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 5, LLC (“TIC 5”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 6, LLC (“TIC 6”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 7, LLC (“TIC 7”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 8, LLC (“TIC 8”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 9, LLC (“TIC 9”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 10, LLC (“TIC 10”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 11, LLC (“TIC 11”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 12, LLC (“TIC 12”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 13, LLC (“TIC 13”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 14, LLC (“TIC 14”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 15, LLC (“TIC 15”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 16, LLC (“TIC 16”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 17, LLC (“TIC 17”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 18, LLC (“TIC 18”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 19, LLC (“TIC 19”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 20, LLC (“TIC 20”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 21, LLC (“TIC 21”), GRIFFIN CAPITAL

(CARLSBAD POINTE) INVESTOR 22, LLC (“TIC 22”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 23, LLC (“TIC 23”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 24, LLC (“TIC 24”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 25, LLC (“TIC 25”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 26, LLC (“TIC 26”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 27, LLC (“TIC 27”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 28, LLC (“TIC 28”), GRIFFIN CAPITAL (CARLSBAD POINTE) INVESTOR 29, LLC (“TIC 29”), each a Delaware limited liability company (collectively, “ Original Borrower ”), each having an address at c/o Griffin Capital, 2121 Rosecrans Avenue, Suite 3321, El Segundo, California 90245 and THE GC NET LEASE (CARLSBAD) INVESTORS, LLC , a Delaware limited liability company (“ New Borrower ”), having an address at C/O Griffin Capital, 2121 Rosecrans Avenue, Suite 3321, El Segundo , California 90245. Original Borrower and New Borrower are hereinafter sometimes collectively referred to as “ Borrower Parties ”.

PRELIMINARY STATEMENT

A.        Original Borrower is the current owner of fee title to that certain real property (“ Land ”) and the buildings and improvements thereon (“ Improvements ”), commonly known as “5781 Van Allen Way,” Carlsbad, California, more particularly described in Exhibit A attached hereto and made a part hereof (the Land and the Improvements are hereinafter sometimes collectively referred to as the “ Project ”).

B.        Lender is the current owner and holder of a loan (“ Loan ”) in the original principal amount of $37,000,000.00, as evidenced and/or secured by the documents described on Exhibit B attached hereto (together with any and all other agreements, documents, instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended, restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively referred to as the “ Loan Documents ”). The Loan is secured in part by the Project, which Project is described in and encumbered by the “ Security Instrument ” described on Exhibit B .

C.        New Borrower desires to purchase the Project from Original Borrower and to assume Original Borrower’s obligations under the Loan Documents as provided herein.

D.        A sale of the Project to, and the assumption of the Loan by, a third party without the consent of the holder of the Security Instrument is prohibited by the terms thereof.

E.        The Lender has agreed to consent to the following requested actions (collectively the “ Requested Actions ”): (i) Original Borrower selling the Project to New Borrower, (ii) New Borrower assuming all of Original Borrower’s obligations under the Loan Documents, on the terms and conditions hereinafter set forth.

In consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows:

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ARTICLE 1

ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS

1.1         Original Borrower Representations . As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, Original Borrower acknowledges, warrants, represents and agrees to and with Lender as follows:

(a)         Incorporation of Recitals . All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference.

(b)         Authority of Original Borrower . Each Original Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California. By his/her or their execution of this Agreement, the individual(s) signing this Agreement on behalf of an Original Borrower or on behalf of any entit(ies) signing on behalf of an Original Borrower represent and warrant to Lender, that each such individual(s), acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind such Original Borrower, or in the case of an entity signing on behalf an Original Borrower, duly bind such entit(ies) and such Original Borrower under this Agreement. The execution and delivery of, and performance under, this Agreement by each Original Borrower have been duly and properly authorized pursuant to all requisite limited liability company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Original Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Project may be bound or affected.

(c)         Tenant in Common Agreement and Related Documents . Each Original Borrower hereby consents to the transfer and conveyance of the undivided interest of the other Original Borrowers in the Project to New Borrower, and waives any rights under that certain Tenants in Common Agreement dated February 12, 2006, and related documents, including without limitation, the Call Agreement, entered into 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.

(d)         Compliance with Laws . To Original Borrower’s knowledge, all permits, licenses, franchises or other evidences of authority to use and operate the Project as it is presently being operated and as contemplated by the Loan Documents are current, valid and in full force and effect. Original Borrower has not received any written notice from any governmental entity claiming that Original Borrower or the Project is not presently in compliance with any laws, ordinances, rules and regulations bearing upon the use and operation of the Project, including, without limitation, any notice relating to any violations of zoning, building, environmental, fire, health, or other laws, ordinances, rules, codes or regulations.

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(e)         LTC Lease . The LTC Lease dated February 8, 2006, between Original Borrower, as Landlord, and Invitrogen Corporation, as Tenant, predecessor to Life Technologies Corporation, f/k/a Applied Biosystems, a Delaware corporation, the current Tenant under the LTC Lease, as modified by amendments dated January 29, 2008, August 26, 2009, January 28, 2010, and July 7, 2010 (as amended, the “ LTC Lease ”) is the only lease affecting the Project and is currently in full force and effect; Borrower has not been notified of any landlord default under the LTC Lease; there are no leasing broker’s or finder’s commissions of any kind due or to become due with respect to the LTC Lease or the Project and no security deposit has been paid under the LTC Lease. No material default currently exists or with the passage of time, the giving of notice, or both, is due to exist under the LTC Lease. There is no requirement under the LTC Lease to obtain the Tenant’s consent to the Requested Actions.

(f)         Title to Project and Legal Proceedings . Original Borrower is the current owner of fee title in the Project. There are no pending or, to the best of knowledge of Original Borrower, threatened suits, judgments, arbitration proceedings, administrative claims, executions or other legal or equitable actions or proceedings against Original Borrower or the Project, or any pending or, to the best of knowledge of Original Borrower, threatened condemnation proceedings or annexation proceedings affecting the Project, or any agreements to convey any portion of the Project, or any rights thereto to any person, entity, or government body or agency not disclosed in this Agreement.

(g)         Loan Documents . The Loan Documents constitute valid and legally binding obligations of Original Borrower enforceable against Original Borrower, as limited herein, and the Project in accordance with their terms. Original Borrower acknowledges and agrees that nothing contained in this Agreement, nor the Requested Actions, shall release or relieve Original Borrower from its obligations, agreements, duties, liabilities, covenants and undertakings under the Loan Documents arising prior to the date hereof. Original Borrower has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever against Lender or any of Lender’s predecessors in interest, and any subsidiary or affiliate of Lender and all of the past, present and future officers, directors, contractors, employees, agents, servicers (including, but not limited to, Midland Loan Services, Inc. and LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc.), attorneys, representatives, participants, successors and assigns of Lender and Lender’s predecessors in interest (collectively, “ Lender Parties ”) or with respect to (i) the Debt (as such term is defined in the Security Instrument), (ii) the Loan Documents, or (iii) the Project. To the extent Original Borrower would be deemed to have any such defenses, setoffs, claims, counterclaims or causes of action as of the date hereof, Original Borrower knowingly waives and relinquishes them.

(h)         Bankruptcy . Original Borrower has no intent to (i) file any voluntary petition under any Chapter of the Bankruptcy Code, Title 11, U.S.C.A. (“ Bankruptcy Code ”), or in any manner to seek any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors (“ Debtor Proceeding ”) under any local, state, federal or other insolvency law or laws providing relief for debtors, (ii) directly or indirectly cause any involuntary petition under any Chapter of the Bankruptcy Code to be filed against Original Borrower or any members thereof or (iii) directly or indirectly cause the Project or any portion or any interest of Original Borrower in the Project to become the property of any bankrupt estate or the subject of any Debtor Proceeding.

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(i)         No Default . To Original Borrower’s knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or Event of Default under the Loan Documents.

(j)         Reaffirmation . Original Borrower reaffirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the date hereof.

1.2         Acknowledgments, Warranties and Representations of New Borrower. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower acknowledges, warrants, represents and agrees to and with Lender as follows:

(a)         Incorporation of Recitals . All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference.

(b)         Authority of New Borrower .

(i)         New Borrower . New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California. The GC Net Lease Operating Partnership, L.P. (the “ Operating Partnership ”) is the sole member of New Borrower. Operating Partnership, acting alone without the joinder of any manager of New Borrower or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower have been duly and properly authorized pursuant to all requisite company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement, or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected.

(ii)         Operating Partnership. Operating Partnership is a duly organized, validly existing limited partnership in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California. The GC Net Lease REIT, Inc. (the “ REIT ”) is the sole general partner of the Operating Partnership. The REIT, acting alone without the joinder of any other partner of the Operating Partnership or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind the Operating Partnership and New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by the Operating Partnership have been duly and properly authorized pursuant to all requisite partnership action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to

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the Operating Partnership or the certificate of limited partnership or limited partnership agreement or any other organizational document of the Operating Partnership or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which the Operating Partnership is a party or by which the Project may be bound or affected.

(iii)         REIT . The REIT is a duly organized, validly existing corporation in good standing under the laws of the State of Maryland and is qualified to conduct business in California. Any of Kevin Shields, Julie Treinen, Michael Escalante, Joseph Miller or Mary Higgins (each an “ Authorized Officer ”), as Authorized Officers of the REIT, acting alone without the joinder of any other officer or director of the REIT or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind the REIT, the Operating Partnership and New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by Authorized Officer on behalf of the REIT have been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the REIT or the articles of incorporation or bylaws or any other organizational document of the REIT or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which the REIT is a party or by which the Project may be bound or affected.

(c)         Financial Statements . The financial statements and other information (“ Financial Statements ”) of the Operating Partnership and the REIT (individually and/or collectively “ Principal ”) which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of Principal as of the date thereof. All of the assets shown on each Principal’s Financial Statements are owned by such Principal, individually, as their sole and separate property, and not otherwise jointly with any other person or entity. There has not been any material adverse change to the financial condition of Principal between the dates of the Financial Statements and the date of this Agreement. New Borrower also acknowledges and agrees to cause Principal to timely comply with all financial, bookkeeping and reporting requirements set forth in the Loan Documents, including, without limitation, those set forth in Section 3.8 of the Security Instrument. New Borrower acknowledges that the Financial Statements have been provided to Lender in conjunction with the assumption by Principal of the obligations of Current Sponsor Guarantor under the Guaranty, as described in Section 4.12 herein, and are being relied upon by Lender solely for such purpose. Lender agrees that since New Borrower is a single member limited liability company, to the extent that the Operating Partnership files a tax return instead of New Borrower, that it will provide Lender with the tax returns for the Operating Partnership instead of New Borrower. Similarly, to the extent that the balance sheets and financial statement of New Borrower are consolidated with this of the Operating Partnership, that the consolidated balance sheets and financial statements will clearly identify the assets and liabilities of New Borrower as belonging to New Borrower and will provide Lender with copies of said consolidated balance sheets and financial statements.

(d)         Bankruptcy Proceedings . None of New Borrower, the Operating Partnership nor the REIT or other entities which may be owned or controlled directly or indirectly by New Borrower, the Operating Partnership or the REIT (collectively, “ Related

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Entities ”) has been a party to any Debtor Proceeding within seven (7) years prior to the date of this Agreement.

(e)         Defaults on Other Indebtedness. Neither New Borrower nor any Related Entities has materially defaulted under its or their obligations with respect to any other indebtedness.

(f)         New Borrower’s Organizational Documents . New Borrower has not transacted any business in New Borrower’s name since its formation. New Borrower is and will continue to be in full compliance with all of its organizational documents and the single purpose entity and separateness requirements of the Loan Documents and such organizational documents do not conflict with any of such single purpose entity and separateness requirements of the Loan Documents.

(g)         Assets of New Borrower . The only assets of New Borrower are the Project, the personal property owned by New Borrower and used in connection with the Project and cash or cash equivalents.

(h)         Management of Project . New Borrower is entering into that certain Property Management and Leasing Agreement with The GC Net Lease REIT Property Management, LLC, a Delaware limited liability company (“ Project Manager ”) for the management of the Project (the “ New Management Agreement ”). The term “ Management Agreement ” or “ management agreement ” or such other similar term in the Loan Documents shall hereafter refer to the New Management Agreement. The term “ Property Manager ” or such other similar term in the Loan Documents shall hereafter refer to the Project Manager. New Borrower covenants and agrees to comply with and to cause the Project Manager to comply with all terms and conditions of the Loan Documents concerning the management of the Project, including without limitation the obligation to obtain Lender’s consent to change the management of the Project to an entity or person other than Project Manager or to any transfer which would result in Kevin Shields (“ Shields ”) owning less than 51% of the direct or indirect ownership interests in Project Manager. Project Manager shall execute and deliver to Lender a subordination of the New Management Agreement in form acceptable to Lender.

(i)         Loans to Related Entities . There are no loans payable by New Borrower to any member(s) of New Borrower or any other Related Entities or other entities or persons.

(j)         Non-Consolidation Opinion . New Borrower will comply with each of the assumptions made with respect to it in that certain substantive non-consolidation opinion letter, dated the date hereof, delivered by New Borrower’s counsel in connection with the Requested Actions (the “ Non-Consolidation Opinion ”), including but not limited to, any exhibits attached hereto, any certificates referred to therein and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of the Security Instrument. New Borrower has caused and shall cause each entity other than the New Borrower with respect to which an assumption is made in the Non-Consolidation Opinion, including but not limited to, any exhibits attached thereto, and to comply with each of the assumptions made with respect to it in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein. All of the assumptions made in the Non-Consolidation

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Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein are true and correct.

(k)         New Borrower Parties’ Interests . Neither New Borrower nor any of its members or managers is obtaining a loan to finance its interest in New Borrower or the Project, other than that certain bridge loan in an amount not to exceed $12,300,000.00 made to the Operating Partnership, which bridge loan is not secured by a pledge of any direct or indirect ownership interest in New Borrower or the Project.

(l)         Prohibited Person . New Borrower warrants and represents, after review of the website identified below, that neither New Borrower nor Principal nor any of their respective officers, directors, shareholders, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (“ EO13224 ”), (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) most current list of “ Specifically Designated Nationals and Blocked Persons ” (which list may be published from time to time in various media including but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports “ terrorism ”, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] – [iv] above are herein referred to as a “ Prohibited Person ”). New Borrower covenants and agrees that neither New Borrower nor Principal nor any of their respective officers, directors, shareholders, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be requested by Lender in its reasonable discretion, confirming that, based on reasonable inquiry (x) neither New Borrower nor Principal nor any of their respective officers, directors, shareholders, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is a Prohibited Person and (y) neither New Borrower, Principal nor their respective officers, directors, shareholders, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224.

(m)         Loan Documents . The Loan Documents, from and after the date hereof, are valid and legally binding obligations of New Borrower, enforceable against New Borrower and the Project in accordance with their terms. This Agreement and the execution of other documents contemplated hereby do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or

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impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing liens and security interests in the Project. New Borrower agrees that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transfer of the Project or any collateral described in financing statements filed in connection with the Loan Documents and that said liens and security interests shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii) the Loan Documents, or (iii) the Project. To the extent New Borrower would be deemed to have any such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action as of the date hereof, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges that it has received copies of all of the Loan Documents.

(n)         No Default . To New Borrower’s actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or Event of Default under the Loan Documents.

(o)         Inspections . New Borrower has not obtained any written inspection reports relating to the condition of the Project.

(p)         Reaffirmation . To New Borrower’s actual knowledge, New Borrower affirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the date hereof.

(q)         Acknowledgment of Waiver of Right to Prepay Loan . BY INITIALING BELOW, NEW BORROWER HEREBY EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT NEW BORROWER HAS NO RIGHT TO PREPAY THE NOTE IN WHOLE OR IN PART WITHOUT PAYMENT OF THE PREPAYMENT PREMIUM DESCRIBED IN AND PURSUANT TO THE TERMS OF PARAGRAPH 7 OF THE NOTE, AND THAT NEW BORROWER SHALL BE LIABLE FOR THE PAYMENT OF SAID PREPAYMENT PREMIUM PURSUANT TO THE TERMS OF PARAGRAPH 7 OF THE NOTE, IF AND TO THE EXTENT APPLICABLE UNDER PARAGRAPH 7. BY INITIALING BELOW, NEW BORROWER HEREBY AGREES TO THE TERMS OF PARAGRAPH 7 OF THE NOTE, INCLUDING, BUT NOT LIMITED TO THE WAIVERS SET FORTH THEREIN, AND EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS CONSENTED TO THE REQUESTED ACTIONS IN RELIANCE UPON SAID AGREEMENTS AND WAIVER OF NEW BORROWER AND THAT LENDER WOULD NOT HAVE CONSENTED TO THE REQUESTED ACTIONS WITHOUT SUCH AGREEMENTS AND WAIVERS OF NEW BORROWER.

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ARTICLE 2

ACKNOWLEDGMENTS AND COVENANTS OF BORROWER PARTIES

As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows:

2.1         Amended and Restated Reciprocal Parking, Access and Easement Agreement . Borrower Parties acknowledge and agree that all of Original Borrower’s rights under that certain Amended and Restated Reciprocal Parking, Access and Easement Agreement (the “ REA ”) dated as of September 20, 2010, among Original Borrower, as the Griffin Group, LTC, as LIFE, and Mararisk Carlsbad, LLC, as Mararisk, recorded on September 21, 2010 as Document No. 2010-0499652 in the San Diego County Recorder’s Office and any and all of the documents described therein have been irrevocably, unconditionally and absolutely granted, bargained, sold, enfeoffed, assigned, warranted, transferred and conveyed to Lender pursuant to the terms of the Security Instrument and such rights under the REA constitute a portion of the Property securing the Debt and assigned to New Borrower.

2.2         Assumption of Loan . New Borrower hereby assumes the indebtedness due under the Note, the Loan and all of Original Borrower’s other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents.

2.3         Indebtedness . As of the date hereof, the outstanding principal balance of the Loan is $34,425448.60. In the event of any error in, or omission from, the foregoing, Lender shall not be prejudiced, limited, or estopped, in any way in its right to charge, collect and receive any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender represents and warrants to New Borrower that to Lender’s actual knowledge (i) the amounts set forth above are correct, (ii) Lender has not issued any written notices of default to Original Borrower which have not been cured, and (iii) there are no existing material defaults under the Loan Documents.

2.4         Assumption Fee . Simultaneously with or prior to the execution hereof, any or both of Borrower Parties shall pay to or has paid Lender: (i) an application fee of $10,000.00; (ii) an assumption fee equal to $344,254.49, which is 1% of the outstanding principal balance of the Loan; (iii) an administration fee equal to $125.00; (iv) a flood determination fee equal to $15.00; (v) a credit review fee equal to $976.50; and (iv) an insurance review fee equal to $400.00, each of which Borrower Parties agrees are fees for new consideration and are not interest charged in connection with the Loan.

2.5         Payment of Transaction Costs and Expenses . Any or both of Borrower Parties shall pay at the time of execution of this Agreement by Lender: (a) the legal fees and disbursements of Lender’s counsel, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the preparation of this Agreement and the transactions contemplated in this Agreement; (b)

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all recording costs and documentary stamps, or other taxes if any, due upon the recording of this Agreement; and (c) the costs of updating Lender’s policy of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the description of the Security Instrument with no additional exceptions, or, at Lender’s option, the cost of obtaining a new Lender’s policy of title acceptable to Lender insuring the Loan Documents as affected by this Agreement.

2.6         Release and Covenant Not To Sue . Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, hereby remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of execution of this Agreement (“ Acquisition Date ”), including, without limitation, matters arising out of or relating to (a) the Loan (b) the Loan Documents, and (c) the Project. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising during the period from the beginning of the world to the Acquisition Date. As further consideration for the agreements herein contained, each of Borrower Parties, hereby agrees, represents and warrants that the matters released in this Agreement are not limited to matters which are known or disclosed, and each of Borrower Parties hereby waives any and all rights and benefits with respect to any matters arising out of or relating to any matter, cause or thing, from the beginning of the world to and including the Acquisition Date, including without limitation matters arising out of or relating to (i) the Loan, (ii) the Loan Documents, and (iii) the Project which any of Borrower Parties now have, or in the future may have, conferred upon any of Borrower Parties by virtue of the provisions of Section 1542 of the Civil Code of the State of California which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

In this connection, each of Borrower Parties hereby agrees, represents, and warrants that it realizes and acknowledges that factual matters now unknown to one or more of the Borrower Parties may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each of Borrower Parties further agrees, represents and warrants that the release herein contained has been negotiated and agreed upon in light of that realization and that Borrower Parties nevertheless hereby intends to release, discharge and acquit all parties so released from any such unknown claims.

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2.7         Further Assurances . Borrower Parties shall execute and deliver to Lender such agreements, instruments, documents, financing statements and other writings as may be requested from time to time by Lender to perfect and to maintain the perfection of Lender’s security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and this Agreement.

ARTICLE 3

ADDITIONAL PROVISIONS

3.1         Modifications to Loan Documents

(a)         Loan Agreement .

(i)                     Notwithstanding any provision in any Loan Document, the following transfers shall constitute permitted transfers (subject only to any conditions set forth below) and shall not require Lender’s consent:

(1)                     the issuance sale, conveyance, transfer or other disposition (each, a “ REIT Share Transfer ”) of any shares of common stock (the “ REIT Shares ”) in the REIT so long as (A) at the time of the REIT Share Transfer, the REIT Shares are registered with and subject to the rules and regulations of the Securities Exchange Act of 1934 (the “Exchange Act”) and either (i) sold through brokerdealers, financial advisors or registered investment advisers who are registered with the Securities and Exchange Commission (the “SEC”) or the Financial Industry Regulatory Authority (“ FINRA ”) or (ii) otherwise sold in a private placement offering exempt from registration under the Securities Act of 1933 (the “Securities Act”), and (B) the REIT Share Transfer does not result in or cause a Change of Control;

(2)                     the issuance, sale, conveyance, transfer or other disposition (each an “ OP Transfer ”), of any limited partnership interests (the “ OP Interests “) in the Operating Partnership so long as (A) at the time of the OP Transfer, the REIT Shares are registered with and subject to the rules and regulations of the Exchange Act, and either (i) sold through brokerdealers, financial advisors or registered investment advisers who are registered with the SEC or FINRA or (ii) otherwise sold in a private placement offering exempt from registration under the Securities Act, and (B) the OP Transfer does not result in or cause a Change of Control;

For purposes of this Section, a “ Change of Control ” shall occur when: (i) the Operating Partnership is no longer the sole member of Borrower, (ii) the REIT is no longer the sole general partner of the Operating Partnership, (iii) the REIT and OP are no longer the guarantors/indemnitors of the Loan, (iv) one person (as such term is defined in the Security Instrument) or group of affiliated persons, other than the REIT, acquires more than 49% of the REIT Shares or the OP interests in one or a series of transactions, (v) the successor to The GC Net Lease REIT Advisor, LLC, a Delaware limited liability company (the “ REIT Advisor ”) is not approved in writing by Lender pursuant to Section 3.1(a)(ii) below, (vi) Griffin Capital no

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longer owns, directly or indirectly, at least 51% of the REIT Advisor, (vii) Shields no longer owns, directly or indirectly, at least 51% of the REIT Advisor, or (viii) if the REIT enters into a merger, consolidation or other business combination, or a sale of all or substantially all of the REIT’s assets and/or ownership interests which results in the REIT or the OP not being the surviving entity or Borrower otherwise no longer being controlled by the REIT.

In addition to the occurrence of any of the foregoing events causing a “Change of Control,” the occurrence of any of the foregoing events, without first obtaining Lender’s written consent, shall also constitute a prohibited transfer resulting in (i) an Event of Default under Section 9.1(d) of the Security Instrument, (ii) an event for which Borrower shall become liable for the entire Debt under Section 10(a)(i)(B) of the Note, and (iii) an event for which New Indemnitor shall become liable for the entire Debt under clause (v) of the paragraph following Section 1.2(A)(g) of the Guaranty.

(ii)                      Change in REIT Advisor . In the event that the independent directors of the REIT decide (in accordance with their fiduciary responsibility under applicable law) to cause the REIT to terminate the Advisory Agreement with the REIT Advisor, New Borrower shall provide or shall cause the REIT to provide written notice to Lender of such termination on or before the effective date thereof and shall solicit the prior written consent of Lender prior to selecting a successor advisor for the REIT. The successor advisor shall be reasonably acceptable to Lender. New Borrower shall submit or shall cause the REIT to submit a request to Lender for approval of the successor advisor on or before the effective date of the termination of REIT Advisor or any previously approved successor advisor to REIT Advisor. Lender shall grant or deny such request within sixty (60) days of its receipt of the request and all information Lender requires to evaluate and process the consent for the successor advisor. If Lender fails to respond within such sixty (60) day period, such failure shall be deemed the consent and approval of Lender of the successor advisor if (A) if New Borrower has delivered to Lender the applicable information with the notation “FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN SIXTY (60) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL,” prominently displayed in bold, all caps in fourteen point font or larger in the transmittal letter requesting approval, and (B) Lender does not approve or reject the request within sixty (60) days from the date Lender receives the request and the required information.

(iii)                      Tenant in Common Provisions . Sections 8.4(f), (g), (h), and (i) and all of Article 22 of the Security Instrument (and any capitalized terms defined therein) and any of the other Loan Documents that may refer to such sections or defined terms are hereby deleted in their entirety.

(iv)                      Other TIC Related Terms . All references in the Security Instrument and the other Loan Documents to the terms, “tenant in common,” “tenant-in-common,” “Individual Borrower,” “co-tenancy” and similar words relating to the tenant in common ownership of the Project are also hereby deleted in its entirety.

(v)                      Kevin Shields . Shields hereby agrees that so long as the Loan is outstanding, Shields shall maintain not less than Two Million Two Hundred Twenty Seven Thousand Seven Hundred Eighty Four (2,227,784) units of limited partnership interests in

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the Operating Partnership, having an initial book value, as determined under GAAP, equal to at least $22,000,000.00.

     (b)         Cash Management Agreement .

         (i)                 All references to the term “Deposit Account” in the Cash Management Agreement (as defined in Exhibit B attached hereto) and in any of the other Loan Documents shall hereafter mean and refer to the Deposit Account described and defined in that certain Deposit Account Control Agreement dated as of the date hereof, among Borrower, Lender, PNC Bank, National Association and Midland Loan Services, a division of PNC Bank, National Association

         (ii)                 Notwithstanding anything in Section 3.1 of the Cash Management Agreement to the contrary, all funds on deposit in the Deposit Account shall be disbursed in the same order of priority as such funds would be disbursed under Section 3.2 of the Cash Management Agreement, provided, however, that until an actual Cash Sweep Trigger occurs, all funds remaining in the Deposit Account, after application of such funds under clauses (i) through (vii) of Section 3.2, shall be disbursed to or at the direction of New Borrower.

         (iii)                 The last paragraph of Section 3.2 the Cash Management Agreement is hereby deleted in its entirety.

     (c)         References to Loan Documents . All references in the Security Instrument and the other Loan Documents to the Security Instrument and the other Loan Documents shall hereafter mean and refer to the Security Instrument and the other Loan Documents, as modified by the terms hereof.

3.2         Consent of Lender . Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower.

3.3         Release of Current Indemnitor and Original Borrower . By its execution hereof, Lender hereby releases (a) Individual Guarantors (as defined in the Joinder by and Agreement of Current Guarantors attached hereto (the “ Current Guarantor Joinder ”)) from their respective obligations under the Guaranty (as defined in Exhibit B attached hereto) from and after the Acquisition Date in accordance with and subject to the terms of the Current Guarantor Joinder and (b) Original Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Acquisition Date with the exception of any liability of an Original Borrower based upon (i) any material misrepresentation of such Original Borrower in this Agreement or any other document executed in connection herewith and/or ((ii)) any of their environmental obligations under Section 1.2(A) of the Guaranty (“ Environmental Indemnity Obligations Under Guaranty ”) that are caused by such Original Borrower or any of their agents or result from the existence of conditions existing prior to the Acquisition Date or migrating to or from any portion of the Project prior to the Acquisition Date, or result from a violation of Environmental Law (as defined in the Loan Documents) prior to the Acquisition

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Date. Original Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Loan Documents) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Law first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party.

3.4         UCC Filings . New Borrower hereby grants and confirms unto Lender a first lien priority interest in all of New Borrower’s personal property and all of the fixtures located at the Project to the maximum extent permitted by the Uniform Commercial Code (“ UCC ”). Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office, including, but not necessarily limited to, the state of organization of New Borrower and in the Records (collectively “ Filings ”) in order to perfect or continue the perfection of said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the UCC, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of either of the Borrower Parties.

3.5         References to Loan Documents . All references to the term “Loan Documents” in the Security Instrument and the other Loan Documents shall hereinafter be modified to include this Agreement and all documents executed and/or required in connection with the Requested Actions.

ARTICLE 4

MISCELLANEOUS PROVISIONS

4.1         No Limitation of Remedies . No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law.

4.2         No Waivers . Except as otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents or at law. No delay or failure on the part of any party hereto in the exercise of any right or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action or forbearance by any party hereto contrary to the provisions of this Agreement shall be construed to constitute a waiver of any of the express provisions. Any party hereto may in writing expressly waive any of such party’s rights under this Agreement without invalidating this Agreement.

4.3         Successors or Assigns . Whenever any party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such party shall be included. All covenants and agreements in this Agreement shall bind and

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inure to the benefit of the heirs, executors, legal representatives, successors, successors-in-title and assigns of the parties, whether so expressed or not.

4.4         Construction of Agreement . Each party hereto acknowledges that it has participated in the negotiation of this Agreement and no provision shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Borrower Parties at all times have had access to an attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and have had the opportunity to review and analyze this Agreement for a sufficient period of time prior to execution and delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower Parties, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the parties with respect to the subject matters. All of the terms of this Agreement were negotiated at arm’s length, and this Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon the others. The execution and delivery of this Agreement are the free and voluntary act of Borrower Parties.

4.5         Invalid Provision to Affect No Others . If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto , the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect.

4.6         Notices . Except as otherwise specifically provided to the contrary, any and all notices, elections, approvals, consents, demands, requests and responses (“ Communications ”) permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested, or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address of such party set forth below or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided above:

WELLS FARGO BANK, N.A., AS TRUSTEE

c/o Midland Loan Services, Inc.

CMBS Asset Management

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10851 Mastin

Overland Park, Kansas 66210

Re: JPMCC 2006-LDP6; Loan No.: 030256201

With a copy to:

LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attn: Director of Servicing

Re: JPMCC 2006-LDP6 Loan No.: 030256201

and, if given to Original Borrower, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above:

c/o Griffin Capital

2121 Rosecrans Avenue, Suite 3321

El Segundo, California 90245

Attn: Kevin A. Shields

Facsimile: (310) 606-5910

With a copy to:

Mary Higgins, Esq.

c/o Griffin Capital

790 Estate Drive, Suite 180

Deerfield, IL 60015

Facsimile: (847) 267-1237

and, if given to New Borrower, must be addressed as follows, subject to change as provided above:

The GC Net Lease (Carlsbad) Investors, LLC

c/o Griffin Capital

2121 Rosecrans Avenue, Suite 3321

El Segundo, California 90245

Attn: Kevin A. Sheilds

Facsimile: (310) 606-5910

With a copy to:

Mary Higgins, Esq.

c/o Griffin Capital

790 Estate Drive, Suite 180

Deerfield, IL 60015

Facsimile: (847) 267-1237

4.7         Governing Law . This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the Project is located.

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4.8         Headings; Exhibits . The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement.

4.9         Modifications . The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender’s consent to the Requested Actions shall not be deemed to constitute Lender’s consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents.

4.10       Time of Essence; Consents . Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender.

4.11       Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

4.12       New Guarantor Joinder . New Guarantor (as defined in the Joinder By and Agreement of New Guarantor attached hereto) shall assume the obligations of Current Sponsor Guarantor (as defined in the Current Guarantor Joinder) under the Guaranty pursuant to the Joinder by and Agreement of New Guarantor attached hereto.

4.13        WAIVER OF TRIAL BY JURY . TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER PARTIES HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE SECURITY INSTRUMENT, THE NOTE, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO THOSE RELATING TO (A) ALLEGATIONS THAT A PARTNERSHIP EXISTS BETWEEN LENDER AND BORROWER; (B) USURY OR PENALTIES OR DAMAGES THEREFOR; (C) ALLEGATIONS OF UNCONSCIONABLE ACTS, DECEPTIVE TRADE PRACTICE, LACK OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL REASONABLENESS, OR SPECIAL RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR CONFIDENTIAL RELATIONSHIP); (D) ALLEGATIONS OF DOMINION, CONTROL, ALTER EGO, INSTRUMENTALITY, FRAUD, REAL ESTATE FRAUD, MISREPRESENTATION, DURESS, COERCION, UNDUE INFLUENCE, INTERFERENCE OR NEGLIGENCE; (E) ALLEGATIONS OF TORTIOUS INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST; OR (F) SLANDER, LIBEL OR DAMAGE TO REPUTATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

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THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER PARTIES.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The parties have executed and delivered this Agreement as of the day and year first above written.

The parties have executed and delivered this Agreement as of the day and year first above written.