TERMINATION OF AMENDED AND RESTATED OUTSOURCE AGREEMENT

Exhibit 10.3

EXECUTION COPY

TERMINATION OF AMENDED AND RESTATED

OUTSOURCE AGREEMENT

This Termination of Amended and Restated Outsource Agreement (this “Agreement”), dated as of October 27, 2008, is made by and between GKK Manager LLC, a Delaware limited liability company (the “Manager”), and XX Xxxxx Operating Partnership, L.P., a Delaware limited liability company (“XX Xxxxx”).

Reference is made to that certain Amended and Restated Outsource Agreement (the “Outsource Agreement”), dated as of April 19, 2006, made by and between the Manager and XX Xxxxx.  Upon executing this document below, the undersigned parties to the Outsource Agreement hereby acknowledge and agree that such Outsource Agreement has been terminated in its entirety and shall no longer be in force or effect as of September 30, 2008 and all obligations of the undersigned parties thereunder or relating thereto have been satisfied in full and no payment of any fees, expenses or other amounts are payable thereunder.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

This Agreement may be executed and delivered via facsimile in separate counterparts, each of which, when so executed and delivered, shall be deemed an original and all of which taken together shall constitute one and the same agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the date first written above.

	GKK MANAGER LLC
	By:		/s/ Xxxxxx X. Xxxxxx
			Name: Xxxxxx X. Xxxxxx
			Title:   Chief Legal Officer
	XX XXXXX OPERATING PARTNERSHIP, L.P.
	By:	/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title:   Chief Legal Officer

[Signature Page for Termination of Amended and Restated Outsource Agreement]