THIRD AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • October 17th, 2014 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • California
THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Advisory Agreement”), dated as of October 15, 2014, is entered into among GRIFFIN CAPITAL ESSENTIAL ASSET REIT, INC., a Maryland corporation (the “Company”), GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • October 17th, 2014 • Griffin Capital Essential Asset REIT, Inc. • Real estate investment trusts • Delaware
(c)No full distributions will be authorized or paid or set apart for payment on any equity securities of the Partnership ranking, as to distributions, on a parity with or junior to the Preferred Units for any period unless full Distributions on the Preferred Units (plus accrued interest thereon, if any, pursuant to Section 3(b)) have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment for all past Distribution Periods and the then-current Distribution Period. Subject to Section 6(f) and Sections 7(a) through 7(d), when Distributions are not paid in full or a sum sufficient for such full payment is not so set apart on the Preferred Units (plus accrued interest thereon, if any, pursuant to Section 3(b)) and the other equity securities of the Partnership ranking on a parity as to distributions with the Preferred Units, all distributions authorized upon the Preferred Units and any other equity securities
