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•	Each contract calls for the provision of its own specific set of services. While all contracts support the system of record for state MMIS, the actual services we provide vary significantly between contracts; and

•	The nature of the MMIS installed varies significantly between our older contracts (proprietary mainframe systems) and our new contracts (commercial off-the-shelf technology solutions).

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(1)

Unvested restricted shares are included in the calculation of diluted income per share when their grant date fair values are below the average fair value of the common shares for each of the periods presented. Options to purchase common shares are included in the calculation of diluted income per share when their exercise prices are below the average fair value of the common shares for each of the periods presented. For the three and six months ended June 30, 2013 there were no anti-dilutive weighted restricted shares. For the three and six months ended June 30, 2013 there were approximately 60,000 and 42,800 anti-dilutive weighted options, respectively. Potentially dilutive unvested restricted shares and stock options were not included in the computation of diluted loss per share for the three and six months ended June 30, 2012, because to do so would have been anti-dilutive.

(2)

Potentially dilutive shares issuable pursuant to our 1.125% Warrants (defined in Note 10, "Long-Term Debt") were not included in the computation of diluted income per share for the three and six month period ended June 30, 2013, because to do so would have been anti-dilutive. Potentially dilutive shares issuable pursuant to our 3.75% Notes (defined in Note 10, "Long-Term Debt") were not included in the computation of diluted loss per share for the three and six month period ended June 30, 2012, because to do so would have been anti-dilutive.

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Level 1 — Observable inputs such as quoted prices in active markets: Our Level 1 financial instruments recorded at fair value consist of investments including government-sponsored enterprise securities (GSEs) and U.S. treasury notes that are classified as current investments in the accompanying consolidated balance sheets. These financial instruments are actively traded and therefore the fair value for these securities is based on quoted market prices on one or more securities exchanges.

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Level 2 — Inputs other than quoted prices in active markets that are either directly or indirectly observable: Our Level 2 financial instruments recorded at fair value consist of investments including corporate debt securities, municipal securities, and certificates of deposit that are classified as current investments in the accompanying consolidated balance sheets. Our investments classified as Level 2 are traded frequently though not necessarily daily. Fair value for these investments is determined using a market approach based on quoted prices for similar securities in active markets or quoted prices for identical securities in inactive markets.

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Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions: Our Level 3 financial instruments recorded at fair value include non-current auction rate securities that are designated as available-for-sale, and are reported at fair value of $12.5 million (par value of $13.4 million) as of June 30, 2013. To estimate the fair value of these securities we use valuation data from our primary pricing source, a third party who provides a marketplace for illiquid assets with over 10,000 participants including global financial institutions, hedge funds, private equity funds, mutual funds, corporations and other institutional investors. This valuation data is based on a range of prices that represent indicative bids from potential buyers. To validate the reasonableness of the data, we compare these valuations to data from two other third-party pricing sources, which also provide a range of prices representing indicative bids from potential buyers. We have concluded that these estimates, given the lack of market available pricing, provide a reasonable basis for determining the fair value of the auction rate securities as of June 30, 2013.

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•	At our Texas health plan, STAR+PLUS (the state’s program for ABD members) membership declined during mid– to late– 2012. This caused a reduction in costs per member that we did not fully recognize in our December 31, 2012 reserve estimates.

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At our Washington health plan, prior to July 2012, certain high-cost newborns that were approved for supplemental security income (SSI) coverage by the state were retroactively dis-enrolled from our Healthy Options (TANF) coverage, and the health plan was reimbursed for the claims paid on behalf of these members. Starting July 1, 2012, these newborns, as well as other high-cost disabled members, are now covered by the health plan under the Healthy Options Blind and Disabled (HOBD) program. At the end of 2012, we had limited claims history with which to estimate the claims liability of the HOBD members, and as a result the liability for these high-cost members was overstated.

•	For our New Mexico health plan, we overestimated the impact of certain high-dollar outstanding claim payments as of December 31, 2012.

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•	At our Washington health plan, we had limited claims history with which to estimate the incurred claims for members enrolled in the HOBD program. Because claims on this group of members were being paid at a rate faster than expected, the reserves for unpaid claims were overstated.

•	At our Ohio and New Mexico health plans, we overestimated the impact of several potential high-dollar claims on critically ill members.

•	At our Washington health plan, we underestimated the amount of recoveries we would collect for certain high-cost newborn claims, resulting in an overestimation of reserves at year end.

•	At our Texas health plan, we overestimated the cost of new members in STAR+PLUS, in the Dallas region.

•	The overestimation of our liability for medical claims and benefits payable was partially offset by an underestimation of that liability at our Missouri health plan, as a result of the costs associated with an unusually large number of premature infants during the fourth quarter of 2011.

•	In our Texas health plan, we have noted an unusually large number of claims with incurred dates older than 10 months. This has caused some distortion in the claims lag pattern that we use to estimate the incurred claims.

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Our Wisconsin health plan is experiencing significant membership increases, and approximately doubled in size during the first four months of 2013. This new membership is transitioning to our health plan from a terminated health plan. We enrolled approximately 50,000 new members in February, March and April 2013. We have computed a separate reserve analysis for these members and have noted that paid claims thus far are less than what we would expect for newly transitioned members. It has been our experience that when members move to new health plans, there is a delay in the submission of claims for payment. Therefore, we have increased the reserves for this membership, in anticipation of higher claims costs eventually being reported for these members.

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In our Michigan health plan, there were a large number of claim recoveries recorded in June 2013 due to overpayments that resulted from a system configuration issue. These recoveries impacted the completion factors used to estimate incurred claims. While we have attempted to remove this distortion from the claims data to develop a more accurate reserve estimate, this type of correction in claims data adds a degree of uncertainty for the Michigan reserves as of June 30, 2013.

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•	The ongoing activities of the VIE-collecting and remitting interest and fees and NMTC compliance-were all considered in the initial design and are not expected to significantly affect economic performance throughout the life of the VIE;

•	Contractual arrangements obligate us to comply with NMTC rules and regulations and provide various other guarantees to Investment Fund and CDEs;

•	Wells Fargo lacks a material interest in the underling economics of the project; and

•	We are obligated to absorb losses of the VIE.

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uncertainties associated with the implementation of the Affordable Care Act, including the impact of the health insurance industry excise tax, the expansion of Medicaid eligibility in participating states to previously uninsured populations unfamiliar with managed care, the implementation of state insurance exchanges currently expected to become operational by October 1, 2013, the effect of various implementing regulations, and uncertainties regarding the impact of other federal or state health care and insurance reform measures, including the duals demonstration programs in California, Ohio, Michigan, and Texas;

•	the success of our medical cost containment initiatives in Texas, and other risks associated with the expansion of our Texas health plan's service areas in 2012;

•	significant budget pressures on state governments and their potential inability to maintain current rates, to implement expected rate increases, or to maintain existing benefit packages or membership eligibility thresholds or criteria;

•	management of our medical costs, including seasonal flu patterns and rates of utilization that are consistent with our expectations and our accruals for incurred but not reported medical costs;

•	the success of our efforts to retain existing government contracts and to obtain new government contracts in connection with state requests for proposals (RFPs) in both existing and new states, and our ability to increase our revenues consistent with our expectations;

•	accurate estimation of incurred but not reported medical costs across our health plans;

•	risks associated with the continued growth in new Medicaid and Medicare enrollees, and the development of actuarially sound rates with respect to such new enrollees, including duals;

•	retroactive adjustments to premium revenue or accounting estimates which require adjustment based upon subsequent developments, including Medicaid pharmaceutical rebates;

•	continuation and renewal of the government contracts of both our health plans and Molina Medicaid Solutions and the terms under which such contracts are renewed;

•	government audits and reviews, and any enrollment freeze or monitoring program that may result therefrom;

•	changes with respect to our provider contracts and the loss of providers;

•	the establishment of a federal or state medical cost expenditure floor as a percentage of the premiums we receive, and the interpretation and implementation of medical cost expenditure floors, administrative cost and profit ceilings, and profit sharing arrangements;

•	interpretation and implementation of at-risk premium rules regarding the achievement of certain quality measures;

•	approval by state regulators of dividends and distributions by our health plan subsidiaries;

•	changes in funding under our contracts as a result of regulatory changes, programmatic adjustments, or other reforms;

•	high dollar claims related to catastrophic illness;

•	the favorable resolution of litigation, arbitration, or administrative proceedings, including our pending litigation against the state of California related to rates paid to our California plan in earlier years that were not actuarially sound;

•	restrictions and covenants in any future credit facility;

•	the relatively small number of states in which we operate health plans;

•	the availability of adequate financing to fund and capitalize our expansion and growth activities and to meet our liquidity needs, including the interest expense and other costs associated with such financing;

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•	a state's failure to renew its federal Medicaid waiver;

•	inadvertent unauthorized disclosure of protected health information;

•	changes generally affecting the managed care or Medicaid management information systems industries;

•	increases in government surcharges, taxes, and assessments;

•	changes in general economic conditions, including unemployment rates; and

•	increasing consolidation in the Medicaid industry.

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•	Fee-for-service — Expenses paid for specific encounters or episodes of care according to a fee schedule or other basis established by the state or by contract with the provider.

•	Capitation — Expenses for PMPM payments to the provider without regard to the frequency, extent, or nature of the medical services actually furnished.

•	Pharmacy — Expenses for all drug, injectible, and immunization costs paid through our pharmacy benefit manager.

•	Other — Expenses for medically related administrative costs of approximately $68.4 million, and $62.6 million, for the six months ended June 30, 2013 and 2012, respectively, as well as certain provider incentive costs, reinsurance, costs to operate our medical clinics, and other medical expenses.

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(1)	A member month is defined as the aggregate of each month’s ending membership for the period presented.

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(2)	The MCR represents medical costs as a percentage of premium revenues, where premium revenue is reduced by premium tax expense.

(3)	“Other” medical care costs also include medically related administrative costs at the parent company.

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(1)	A member month is defined as the aggregate of each month’s ending membership for the period presented.

(2)	The MCR represents medical costs as a percentage of premium revenues, where premium revenue is reduced by premium tax expense.

(3)	“Other” medical care costs also include medically related administrative costs at the parent company.

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•	Amortization of purchased intangibles relating to customer relationships is reported as amortization within the heading “Depreciation and amortization;”

•	Amortization of purchased intangibles relating to contract backlog is recorded as a reduction of “Service revenue;” and

•	Amortization of capitalized software is recorded within the heading “Cost of service revenue.”

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•	Health plan contractual provisions that may limit revenue based upon the costs incurred or the profits realized under a specific contract;

•	Health plan quality incentives that allow us to recognize incremental revenue if certain quality standards are met;

•	The recognition of revenue and costs associated with contracts held by our Molina Medicaid Solutions segment; and

•	The determination of medical claims and benefits payable.

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•	Each contract calls for the provision of its own specific set of services. While all contracts support the system of record for state MMIS, the actual services we provide vary significantly between contracts; and

•	The nature of the MMIS installed varies significantly between our older contracts (proprietary mainframe systems) and our new contracts (commercial off-the-shelf technology solutions).

•	Transaction processing costs

•	Employee costs incurred in performing transaction services

•	Vendor costs incurred in performing transaction services

•	Costs incurred in performing required monitoring of and reporting on contract performance

•	Costs incurred in maintaining and processing member and provider eligibility

•	Costs incurred in communicating with members and providers

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•	At our Texas health plan, STAR+PLUS (the state’s program for ABD members) membership declined during mid– to late– 2012. This caused a reduction in costs per member that we did not fully recognize in our December 31, 2012 reserve estimates.

•

At our Washington health plan, prior to July 2012, certain high-cost newborns that were approved for supplemental security income (SSI) coverage by the state were retroactively dis-enrolled from our Healthy Options (TANF) coverage, and the health plan was reimbursed for the claims paid on behalf of these members. Starting July 1, 2012, these newborns, as well as other high-cost disabled members, are now covered by the health plan under the Healthy Options Blind and Disabled (HOBD) program. At the end of 2012, we had limited claims history with which to estimate the claims liability of the HOBD members, and as a result the liability for these high-cost members was overstated.

•	For our New Mexico health plan, we overestimated the impact of certain high-dollar outstanding claim payments as of December 31, 2012.

•	At our Washington health plan, we had limited claims history with which to estimate the incurred claims for members enrolled in the HOBD program. Because claims on this group of members were being paid at a rate faster than expected, the reserves for unpaid claims were overstated.

•	At our Ohio and New Mexico health plans, we overestimated the impact of several potential high-dollar claims on critically ill members.

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•	At our Washington health plan, we underestimated the amount of recoveries we would collect for certain high-cost newborn claims, resulting in an overestimation of reserves at year end.

•	At our Texas health plan, we overestimated the cost of new members in STAR+PLUS, in the Dallas region.

•	The overestimation of our liability for medical claims and benefits payable was partially offset by an underestimation of that liability at our Missouri health plan, as a result of the costs associated with an unusually large number of premature infants during the fourth quarter of 2011.

•	In our Texas health plan, we have noted an unusually large number of claims with incurred dates older than 10 months. This has caused some distortion in the claims lag pattern that we use to estimate the incurred claims.

•

Our Wisconsin health plan is experiencing significant membership increases, and approximately doubled in size during the first four months of 2013. This new membership is transitioning to our health plan from a terminated health plan. We enrolled approximately 50,000 new members in February, March and April 2013. We have computed a separate reserve analysis for these members and have noted that paid claims thus far are less than what we would expect for newly transitioned members. It has been our experience that when members move to new health plans, there is a delay in the submission of claims for payment. Therefore, we have increased the reserves for this membership, in anticipation of higher claims costs eventually being reported for these members.

•

In our Michigan health plan, there were a large number of claim recoveries recorded in June 2013 due to overpayments that resulted from a system configuration issue. These recoveries impacted the completion factors used to estimate incurred claims. While we have attempted to remove this distortion from the claims data to develop a more accurate reserve estimate, this type of correction in claims data adds a degree of uncertainty for the Michigan reserves as of June 30, 2013.

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(a)	During the three months ended June 30, 2013, we withheld 27,681 shares of common stock under our 2002 Equity Incentive Plan and 2011 Equity Incentive Plan to settle our employees’ income tax obligations.

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(1)

Pursuant to Rule 406T of Regulation S-T, XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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(1)

Pursuant to Rule 406T of Regulation S-T, XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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ARTICLE 1 CERTAIN DEFINITIONS	1

ARTICLE 2 PURCHASE AND SALE OF PROPERTY	8

Section 2.1	Sale.     8

Section 2.2	Purchase Price.    8

ARTICLE 3 BUYER’S DUE DILIGENCE	10

Section 3.1	Due Diligence.    10

ARTICLE 4 TITLE	11

Section 4.1	Transfer of Title.    11

Section 4.2	Evidence of Title.    11

ARTICLE 5 SELLER’S REPRESENTATIONS AND WARRANTIES	11

Section 5.1	Representations and Warranties of Seller.    11

Section 5.2	Survival; Limitation of Liability; Disclosures.    16

Section 5.3	Knowledge of Seller.    16

Section 5.4	Seller Change Notice.    16

Section 5.5	Buyer’s Knowledge of Inaccurate Representations and Warranties.    17

Section 5.6	Indemnification.    17

Section 5.7	“As Is” Purchase; Release.    18

ARTICLE 6 BUYER’S REPRESENTATIONS AND WARRANTIES	19

Section 6.1	Representations and Warranties of Buyer.    19

Section 6.2	Survival; Limitation of Liability.    20

Section 6.3	Indemnification.    20

ARTICLE 7 RISK OF LOSS AND INSURANCE PROCEEDS	20

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Section 7.1	Casualty.    20

Section 7.2	Condemnation.    21

Section 7.3	New York General Obligations Law.    21

ARTICLE 8 BROKERS AND EXPENSES	21

Section 8.1	Brokers.    21

Section 8.2	Expenses.    21

ARTICLE 9 COVENANTS OF SELLER	22

Section 9.1	Buyer’s Approval of Agreements Affecting the Properties.    22

Section 9.2	Material Adverse Changes.    22

ARTICLE 10 CONDITIONS TO CLOSING	23

Section 10.1	Conditions to Buyer’s Obligation to Close.    23

Section 10.2	Conditions to Seller’s Obligation to Close.    24

Section 10.3	Failure to Satisfy Conditions.    24

ARTICLE 11 CLOSING AND ESCROW	24

Section 11.1	Escrow Instructions.    24

Section 11.2	Closing.    25

Section 11.3	Deposit of Documents.    25

Section 11.4	Pro-rations.    26

Section 11.5	Indemnification.    26

ARTICLE 12 MISCELLANEOUS	27

Section 12.1	Notices.    27

Section 12.2	Entire Agreement.    28

Section 12.3	Entry and Indemnity.    29

Section 12.4	Time.    29

Section 12.5	Further Assurances.    29

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Section 12.6	Jury Trial Waiver.    29

Section 12.7	No Merger.    30

Section 12.8	Assignment.    30

Section 12.9	Counterparts and Facsimile.    30

Section 12.10	Governing Law; Consent to Jurisdiction.    30

Section 12.11	Confidentiality.    31

Section 12.12	Maintenance.    32

Section 12.13	Interpretation of Agreement.    32

Section 12.14	General Rules of Construction.     32

Section 12.15	Limited Liability.    32

Section 12.16	Amendments.    32

Section 12.17	Attorneys’ Fees.    32

Section 12.18	Third Party Beneficiaries.    33

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•	3-Dee International

•	Arthritis National Research Foundation

•	Lisa Brandon, CFLS

•	California Coastal Commission

•	Crowell, Weedon & Co.

•	Department of Industrial Relations

•	High Rise Goodies Restaurant Group, Inc.

•	J. Perez Associates, Inc.

•	Long Beach Publishing Company, Inc. (aka Press Telegram)

•	Lynn E. Moyer

•	D. Michael Trainotti

•	Michael W. Binning

•	Molina Healthcare, Inc.

•	MVP Energy, LLC

•	Pacific Maritime Association

•	Pacific Merchant Shipping

•	Bruce A. Dybens, AP

•	California State Lands Commission

•	US Department of Veterans Affairs

•	Perona, Langer, Beck Serbin & Mendoza

•	Rose, Klein & Marias, LLP

•	United Parcel Services, Inc.

•	APB Car Wash & Detailing Specialist - License

•	Steel Coil

•	Mikko Myong Pivonka, an individual

•	TCG Los Angeles, Inc. (aka AT&T) – ACCESS AND LICENSE

•	XO Communications Services, LLC – LICENSE

•	Molina Healthcare of California (undocumented license agreement)

•	Bresco Solutions, LLC - LICENSE

•	iQor, Inc.

•	Prime Engineering & Architecture, Inc.

•	U.S. Congressman Patrick Tiberi

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•	XO Communications Services, Inc. – ACCESS AGREEMENT

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Long Beach 1.	Luckman Partnership Inc. (Architects) dated 8/31/1981

Columbus 1.	MaddoxNBD (Architects) dated 9/1/1998

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1.	Long Beach Leased Premises

a.	Phase 1 Site Assessment undertaken by ESIS Inc. Dated January 4, 2011

b.	Phase 1 Update undertaken by ESIS Inc. dated October 19, 2011

c.	NPDES Permit No. CAG994004

d.	California Commercial Disclosure Reports (2) dated May 6, 2013, Order Number 130506-00397, covering parcel numbers 7278-003-036 and 7278-003-035

2.	Columbus Leased Premises Phase 1 Environmental Assessment Dated October 12, 2012

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Attn:	Gordon J. Whiting & Joseph R. Wekselblatt

Email:	gwhiting@angelogordon.com; jwekselblatt@angelogordon.com

Re:	Disclosure of information in connection with that certain term sheet dated January 18, 2013 (the “Term Sheet”), executed by AG Net Lease Acquisition Corp., a Delaware corporation (“Buyer”) and Molina Healthcare, Inc., a Delaware corporation (“Seller” and “Lessee”). All defined terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Term Sheet.

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By:	AGNL Clinic GP, L.L.C., a Delaware limited liability company, its general partner

By:	AGNL Manager II, Inc., a Delaware corporation, its Manager

By:	Gordon J. Whiting, President

cc:	Sheppard, Mullin, Richter & Hampton LLP 1300 I Street, N.W. Washington, D.C. 20005-3314 Phone No.: (202) 469-4943 Fax No.: (202) 312-9411 Attn: Michele E. Williams, Esquire

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1.	all personal property located at the Columbus Real Property or the Columbus Improvements including, without limitation, all computers and other information technology devices, but excluding all items described in clause (b) of the definition of Columbus Property Other Assets; and

2.	those other items (regardless of whether such items constitute Fixtures) described on Exhibit B-1-A hereof.

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1.	all personal property located at the Long Beach Real Property or the Long Beach Improvements including, without limitation, all computers and other information technology devices, but excluding all items described in clause (b) of the definition of Long Beach Property Other Assets; and

2.	those other items (regardless of whether such items constitute Fixtures) described on Exhibit B-2-A hereof.

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By:	AGNL Clinic GP, L.L.C., a Delaware limited liability company, its general partner

By:	AGNL Manager II, Inc., a Delaware corporation, its manager

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1.	all personal property located at the Columbus Real Property or the Columbus Improvements including, without limitation, all computers and other information technology devices, but excluding all items described in clause (b) of the definition of Columbus Property Other Assets; and

2.	those other items (regardless of whether such items constitute Fixtures) described on Exhibit B-1 hereof.

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By:	AGNL Clinic GP, L.L.C., a Delaware limited liability company, its general partner

By:	AGNL Manager II, Inc., a Delaware corporation, its manager

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1.	all personal property located at the Long Beach Real Property or the Long Beach Improvements including, without limitation, all computers and other information technology devices, but excluding all items described in clause (b) of the definition of Long Beach Property Other Assets; and

2.	those other items (regardless of whether such items constitute Fixtures) described on Exhibit B-1 hereof.

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•	3-Dee International

•	Arthritis National Research Foundation

•	Lisa Brandon, CFLS

•	California Coastal Commission

•	Crowell, Weedon & Co.

•	Department of Industrial Relations

•	High Rise Goodies Restaurant Group, Inc.

•	J. Perez Associates, Inc.

•	Long Beach Publishing Company, Inc. (aka Press Telegram)

•	Lynn E. Moyer

•	D. Michael Trainotti

•	Michael W. Binning

•	Molina Healthcare, Inc.

•	MVP Energy, LLC

•	Pacific Maritime Association

•	Pacific Merchant Shipping

•	Bruce A. Dybens, AP

•	California State Lands Commission

•	US Department of Veterans Affairs

•	Perona, Langer, Beck Serbin & Mendoza

•	Rose, Klein & Marias, LLP

•	United Parcel Services, Inc.

•	APB Car Wash & Detailing Specialist - License

•	Steel Coil

•	Mikko Myong Pvonka, an individual

•	TCG Los Angeles, Inc. (aka AT&T) – ACCESS AND LICENSE

•	XO Communications Services, LLC – LICENSE

•	Molina Healthcare of California (undocumented license agreement)

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Article I.	Affiant is the                          of Molina Healthcare, Inc. (the “Corporation”) and is authorized to execute this Affidavit for and on behalf of said corporation.

Article II.	The corporation is in good standing in the State of Delaware.

Article III

To the knowledge of Affiant, the corporation has marketable title in fee simple to that referenced Property more fully described in Commitment for Title Insurance No. 4257983 dated February 15, 2013, and its possession thereof has been peaceable and undisturbed and the title to said Property has never been disputed or questioned to Affiant’s knowledge, nor does Affiant know of any facts by reason of which the title to, or possession of, said Property might be disputed or questioned (the “Property”).

Article IV	That the corporation is not insolvent or bankrupt and there has been (i) no assignment made for the benefit of its creditors; (ii) no appointment of a receiver for its assets or properties; (iii) no bankruptcy, reorganization or liquidation proceeding instituted by or against it; and (iv) no dissolution proceedings therefor.

Article V	That the corporation is not a “foreign person” as defined in the Foreign Investment Property Tax Act, Internal Revenue Code Section 1445; that the address for tax purposes is:                                                                                                              , and the Federal Taxpayer Identification Number is                                 .

Article VI	That Affiant is at least eighteen (18) years of age and is not under any legal disability.

Article VII

That, to the knowledge of Affiant, there are no unrecorded deeds, mortgages, leases, easements, contracts of sale and/or equities and/or agreements of any kind not fully disclosed of record or unrecorded given by or known to Affiant affecting the title to or use of the Property and that there are no leases, licensees or parties in possession or entitled to possession other than the Corporation and the parties listed on Exhibit A attached hereto.

Article VIII	That, to the best of Affiant’s knowledge, there are no violations of any covenants, conditions or restrictions of record affecting the Property and that there are no disputes with any adjoining property owners as to either the location of Property lines or the encroachments of any improvements.

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Article IX	That, to the knowledge of Affiant, all utility charges (e.g. gas, electric, water bills) against the property have been or will be paid by Affiant.

Article X

That, to the knowledge of Affiant, no construction, labor, repairs, alterations or improvements made, ordered or contracted to be made on or to the Property, nor material ordered therefor, within the last ninety (90) days which has not been paid for in full; nor are there any fixtures attached to the Property which have not been paid for in full, for which the right to file a mechanic’s or materialmen’s lien might exist, nor has any unsatisfied claim for lien or claim for payment been made for labor or material furnished to the Property, except: as may exist in connection with work performed by tenants or licensees in their applicable space.

Article XI	That, to the knowledge of Affiant, there are no outstanding assessments against the Property nor has any notice been received as to pending assessments, except: ______.

Article XII	That the foregoing statements are made for the benefit of and to induce Fidelity National Title Insurance Company to issue its owner’s/loan policies of title insurance.

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•	Bresco Solutions, LLC - LICENSE

•	iQor, Inc.

•	Prime Engineering & Architecture, Inc.

•	U.S. Congressman Patrick Tiberi

•	XO Communications Services, Inc. – ACCESS AGREEMENT

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By:	AGNL Clinic GP, L.L.C., a Delaware limited liability company, its General Partner

By:	AGNL Manager II, Inc., a Delaware corporation, its Manager

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By:	AGNL Clinic GP, L.L.C., a Delaware limited liability company, its General Partner

By:	AGNL Manager II, Inc., a Delaware corporation, its Manager

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•	PARCEL 1:

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•	3-Dee International

•	Arthritis National Research Foundation

•	Lisa Brandon, CFLS

•	California Coastal Commission

•	Crowell, Weedon & Co.

•	Department of Industrial Relations

•	High Rise Goodies Restaurant Group, Inc.

•	J. Perez Associates, Inc.

•	Long Beach Publishing Company, Inc. (aka Press Telegram)

•	Lynn E. Moyer

•	D. Michael Trainotti

•	Michael W. Binning

•	Molina Healthcare, Inc.

•	MVP Energy, LLC

•	Pacific Maritime Association

•	Pacific Merchant Shipping

•	Bruce A. Dybens, AP

•	California State Lands Commission

•	US Department of Veterans Affairs

•	Perona, Langer, Beck Serbin & Mendoza

•	Rose, Klein & Marias, LLP

•	United Parcel Services, Inc.

•	APB Car Wash & Detailing Specialist - License

•	Steel Coil

•	Mikko Myong Pivonka, an individual

•	TCG Los Angeles, Inc. (aka AT&T) – ACCESS AND LICENSE

•	XO Communications Services, LLC – LICENSE

•	Molina Healthcare of California (undocumented license agreement)

•	Bresco Solutions, LLC - LICENSE

•	iQor, Inc.

•	Prime Engineering & Architecture, Inc.

•	U.S. Congressman Patrick Tiberi

•	XO Communications Services, Inc. – ACCESS AGREEMENT

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“AGNL”	AGNL Clinic, L.P. c/o Angelo, Gordon & Co., L.P. 245 Park Avenue, 26th Floor New York, NY 10167-0094 Phone No.: (212) 883-4157 Fax No.: (212) 883-4141 Attn: Gordon J. Whiting

With a copy to:	AGNL Manager II, Inc. c/o Angelo, Gordon & Co., L.P. 245 Park Avenue, 26th Floor New York, NY 10167-0094 Phone No.: (212) 692-2296 Fax No.: (212) 867-6448 Attn: Joseph R. Wekselblatt

With a copy to:	Sheppard, Mullin, Richter & Hampton LLP 1300 I Street, N.W., Suite 1100 Washington, D.C. 20005 Phone No.: (202) 469-4943 Fax No.: (202) 312-9411 Attn: Michele E. Williams, Esquire

“Molina”	Director of Facilities Molina Healthcare, Inc. 200 Oceangate, Suite 100 Long Beach, CA 90802-4317

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with a copy to:	Sidley Austin LLP 555 West 5th Street 40th Floor Los Angeles, CA 90013 Phone No: (213) 896-6018 Fax No.: (213) 896-6600 Attn.: Marc I. Hayutin, Esquire

and to:	Sidley Austin LLP 555 West 5th Street 40th Floor Los Angeles, CA 90013 Phone No: (213) 896-6048 Fax No.: (213) 896-6600 Attn.: Edward C. Prokop, Esquire

“Lender”	The Royal Bank of Scotland PLC c/o RBS Financial Products Inc. 600 Washington Boulevard Stamford, Connecticut 06901 Attn: Real Estate Advisory Fax No.: (203) 873-4670

and to:	The Royal Bank of Scotland PLC c/o RBS Financial Products Inc. 600 Washington Boulevard Stamford, Connecticut 06901 Attn: Legal Department Fax No.: (203) 873-4670

with a copy to:	Kaye Scholer LLP 425 Park Avenue New York, New York 10022 Attn: Stephen Gliatta, Esq. Telecopier: (212) 836-8689

“Sub-Tenant”	Long Beach Publishing Company, Inc. 300 Oceangate, Suite 400 Long Beach, California 90802 Attn:                      Phone No.: ( )              Fax No.: ( )

with a copy to:

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and to:	George A. Furst Law Offices of George A. Furst 16161 Ventura Boulevard, Suite C710 Encino, California 91436 Phone No.: (818) 789-5668 Fax No.: (818) 789-5668 (prior notification before sending fax required)

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NOTICE:	IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO.

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Date:	By:          Gordon J. Whiting, President

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Date:	By:        RBS Securities, Inc., its agent

Date:	By:        RBS Securities, Inc., its agent

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Date:	By:             Name:             Its:

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By:	AGNL Clinic GP, L.L.C., a Delaware limited liability company, its general partner

By:	AGNL Manager II, Inc., a Delaware corporation, its manager

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2.	Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(iii)	a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv)	failure to perform those acts necessary to create a document by electronic means authorized by law;

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(vi)	a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(b)	The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c)	Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

5.	The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a)	the occupancy, use, or enjoyment of the Land;

(b)	the character, dimensions, or location of any improvement erected on the Land;

(c)	the subdivision of land; or

(d)	environmental protection

6.	An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7.	The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8.	Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

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9.	Title being vested other than as stated Schedule A or being defective

(a)

as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or

(b)	because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its recording in the Public Records

(i)	to be timely, or

(ii)	to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10.	Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

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1.	(a)    Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(b)	Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2.	Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

(a)	created, suffered, assumed, or agreed to by the Insured Claimant;

(b)	not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c)	resulting in no loss or damage to the Insured Claimant;

(d)	attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e)	resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4.	Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a)	a fraudulent conveyance or fraudulent transfer; or

(b)	a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5.	Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

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Name and Address of Title Insurance Company:	Fidelity National Title Company 1300 Dove Street, Suite 310 Newport Beach, CA 92660

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1.	Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2013-2014.

2.	Intentionally Deleted.

3.	Intentionally Deleted

4.	The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (Commencing with Section 75) of the Revenue and Taxation Code of the State of California. None yet due and payable.

5.	Water rights, claims or title to water, whether or not disclosed by the public records.

6.	Intentionally deleted

7.	The Land described herein is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the Redevelopment Plan) as disclosed by a document.

8.	Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

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9.	Matters contained in that certain document

10.

Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document

11.

Covenants, conditions, restrictions and easements but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document

Executed By and Between:	Redevelopment Agency of The City of Long Beach, California and Dillingham Investments, Incorporated and Gilbert F. Platt, Incorporated, a California corporation

Grantor:	Norland Properties

Granted to:	The Mutual Life Insurance Company of New York

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Purpose:	Subsurface encroachment of a parking structure, the maintenance thereof, and incidental purposes

Recording Date:	December 02, 1982

Recording No:	82-1201843, of Official Records

Affects:	The easterly 4 feet of Parcel 2

Grantor:	Norland Properties

Granted to:	Southern California Edison Company, a corporation

Purpose:	electrical supply and communication systems, and incidental purposes

Recording Date:	September 29, 1982

Recording No:	82-986386 of Official Records

Affects:	A portion of Parcel 2

a.	Abutter’s rights of ingress and egress to or from Shoreline Drive, except the public right to travel on same, have been dedicated or relinquished on the map of Tract Map No. 27757 on file in Book 820, Page 91, of Tract Maps.

b.	The following matters as shown in the “NOTES” on Parcel Map No. 5196 filed in Book 71 of Parcel Maps, at Page 14, Los Angeles County Records, as said Parcel Map is referred to in the herein legal description:

1.	“Parcels 3 and 4 represent portions of the undedicated portions of Lots 4 and 10, Tract 27757, M.B. 820, Pgs. 91-94 lying above an imaginary surface which at all points thereon is 15.5 feet vertically above the unfinished surface of said Lots 4 and 10 improved for public street purposes.”

2.	“The ownership, sale, lease or financing of all or part of Parcels 2 and 3 separately is prohibited per conditions in Resolution No. 13-76 as recorded in Book D7097, Pgs. 356.”

3.	“Pedestrian & vehicular ingress and egress rights into Seaside Way across the southwesterly & southerly line of Parcel 1 and the southerly line of Parcel 2 are retained.”

20.	Any rights, interests, or claims which may exist or arise by reason of the following matters disclosed by survey,

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22.	Open-End Mortgage, Assignment of Leases and Rents and Security Agreement given to secure the original amount shown below, and any other amount payable under the terms thereof.

Amount:	$103,770,000.00

Dated:	__/__/2013

Trustor/Grantor	AGNL Clinic, L.P., a Delaware limited partnership

Trustee:	Fidelity National Title Company

Beneficiary:	RBS Financial Products Inc., a Delaware corporation and The Royal Bank of Scotland plc

Recording Date:	__/__/2013

Recording No:	2013

23.	An assignment of all moneys due, or to become due as rental or otherwise from said Land, to secure payment of an indebtedness, shown below and upon the terms and conditions therein

Amount:	$TBD

Assigned to:	RBS Financial Products Inc., a Delaware corporation and The Royal Bank of Scotland plc

Assigned By:	AGNL Clinic, L.P., a Delaware limited partnership

Recording Date:	__/__/2013

Recording No:	2013

Debtor:	AGNL Clinic, L.P., a Delaware limited partnership

Secured Party:	RBS Financial Products Inc., a Delaware corporation and The Royal Bank of Scotland plc

Recording Date:	__/__/2013

Recording No:	2013

25.	Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records.

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1.	The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2.	For the purposes of this endorsement only,

a.	“Covenant” means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b.	“Improvement” means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

a.	A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b.	Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c.	A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4.	This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a.	any Covenant contained in an instrument creating a lease;

b.	any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c.	except as provided in Section 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

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1.	those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

2.	the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, Assessments or other charges imposed on the servient estate by a governmental authority.

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1.	The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy,

a.	according to applicable zoning ordinances and amendments, the Land is not classified Zone PD-6

b.	the following use or uses are not allowed under that classification:

c.

There shall be no liability under this paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5.

2.

The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph 1.b.; or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters:

a.	Area, width, or depth of the Land as a building site for the structure

b.	Floor space area of the structure

c.	Setback of the structure from the property lines of the Land

d.	Height of the structure, or

e.	Number of parking spaces.

a.	the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses;

b.	the refusal of any person to purchase, lease or lend money on the Title covered by this policy.

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1.	Defects, liens, encumbrances adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon. Intentionally deleted.

2.	Assessments, if any, not yet certified to the County Auditor. Intentionally deleted.

3.	Rights or claims of parties other than Insured in actual possession of any or all of the property. Intentionally deleted.

4.	Any encroachment, encumbrances, violation, variation or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land Insurvey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. Intentionally deleted.

5.	Unfiled mechanic’s or materialman’s liens. Intentionally deleted.

6.	No liability is assumes for tax increases occasioned by retroactive revaluation change in land usage, or loss of any homestead exemption status for insured premises. Intentionally deleted.

7.	Any inaccuracy in the specific quantity of acreage contained on any survey if any or contained with the legal description of premises insured herein. Intentionally deleted.

8.

Any covenant, condition or restriction referred to herein indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin is omitted as provided in 42 U.S.C. Section 3604, unless and only to the extent that the restriction (a) is not in violation of state or federal law, (b) is exempt under 42 U.S.C. Section 3607, or (c) related to handicap, but does not discriminate against handicapped people. Intentionally deleted.

9.

Covenants, conditions and restrictions and other instruments recorded in the public records and purporting to impose a transfer fee or conveyance fee payable upon the conveyance of a interest in real property or payable for the right to make or accept such a transfer, and any and all fees, liens or charges, whether recorded or unrecorded, if any, currently due payable or that will become due or payable, and any other rights deriving therefrom, that are assessed pursuant thereto. Intentionally deleted.

10.	Oil and gas leases, pipeline agreements or any other instruments related to the production or sale of oil and gas which may arise subsequent to the date of the Policy. Intentionally deleted.

11.	Any lease, grant, exception or reservation of minerals or mineral rights together with any rights appurtenant thereto.

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12.	Reservations, restrictions, covenants, limitations, easements and/or other conditions as shown on plat filed for record June 30, 1983, in Plat Book 60, Page 22, of the Franklin County Records as shown on survey prepared by David 1 Kuethe, Registered Surveyor No. 7911 of Bock & Clark’s National Surveyors Network, dated February 27, 2013, last revised April 22, 2013, having Job No. 1201300043,

13.	Easement for Pole Line to The Columbus Railway Power and Light Company, filed for record November 4, 1932, in Deed Book 982, Page 352, of the Franklin County Records.

14.	Easement to Columbus and Southern Ohio Electric Company, filed for record October 22, 1965, in Deed Book 2687, Page 577, of the Franklin County Records as shown on survey prepared by David J. Kuethe, Registered Surveyor No. 7911 of Bock & Clark’s National Surveyors Network, dated February 27, 2013, last revised April 22, 2013, having Job No. 1201300043,

15.	Right of Way to Columbia Gas of Ohio, Inc., filed for record May 13, 1966, in Deed Book 2732, Page 586 of the Franklin County Records. Intentionally deleted.

16.	Easement to the City of Columbus, filed for record August 1, 1972, in Deed Book 3258, Page 232, of the Franklin County Records as shown on survey prepared by David J. Kuethe, Registered Surveyor No. 7911 of Bock & Clark’s National Surveyors Network, dated February 27, 2013, last revised April 22, 2013, having Job No. 1201300043,

17.	Protective Covenants for Corporate Exchange, filed for record April 14, 1983 in Official Record 2681E15, of the Franklin County Records as shown on survey prepared by David J. Kuethe, Registered Surveyor No. 7911 of Bock & Clark’s National Surveyors Network, dated February 27, 2013, last revised April 22, 2013, having Job No. 1201300043.

18.	Easement to Columbus and Southern Ohio Electric Company, filed for record August 11, 1983, in Official Record 3169B07, of the Franklin County Records as shown on survey prepared by David J. Kuethe, Registered Surveyor No. 7911 of Bock & Clark’s National Surveyors Network, dated February 27, 2013, last revised April 22, 2013, having Job No. 1201300043.

19.	Easement to Columbus and Southern Ohio Electric Company, filed for record January 18, 1985, in Official Record 5276E08, of the Franklin County Records as shown on survey prepared by David J.,

20.	Easement to The Ohio Bell Telephone Company, filed for record November 27, 1992, in Official Record 21144J02, of the Franklin County Records as shown on survey prepared by David J. Kuethe, Registered

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21.

Easement Agreement by and between Land Realty Corp. and Corporate Exchange Buildings IV and V Limited Partnership, filed for record November 5, 1993 in Official Record 24554B10, of the Franklin County Records as shown on survey prepared by David J. Kuethe, Registered Surveyor No. 7911 of Bock & Clark’s National Surveyors Network, dated February 27, 2013, last revised April 22, 2013, having Job No. 1201300043.

22.	Easement & Right-of-Way to Columbus Southern Power Company, filed for record March 29, 1999, in Instrument No. 199903290076085, of the Franklin County Records as shown on survey prepared by David J. Kuethe, Registered Surveyor No. 7911 of Bock & Clark’s National Surveyors Network, dated February 27, 2013, last revised April 22, 2013, having Job No. 1201300043.

23.	Easement for parking, ingress and egress to Corporate Exchange Buildings IV & V Limited Partnership, filed for record July 27, 1999, in Instrument No. 199907270190224, of the Franklin County Records,

24.	Non-exclusive Ingress and Egress and Parking Easement to Cass Information Systems, Inc. as established in Deed of Easement recorded December 5, 2007, in Instrument No. 200712050209493, of the Franklin County Records.

25.	Open-End Mortgage, Assignment of Leases and Rents and Security Agreement from AGNL Clinic, L.P., a Delaware limited partnership to RBS Financial Products Inc., a Delaware corporation and The Royal Bank of Scotland plc, a Delaware corporation, dated           , in the principal sum of $100,500,000.00, filed for record       of Franklin County Records as Instrument No._______.

26.	Assignment of Leases and Rents by and between AGNL Clinic, L.P., a Delaware limited partnership to RBS Financial Products Inc. and RBS Financial Products Inc., a Delaware corporation and The Royal Bank of Scotland plc, a Delaware corporation, dated     ______, filed for record       of Franklin County Records as Instrument No. ______.

27.	UCC Financing Statement from AGNL Clinic, L.P., a Delaware limited partnership, Debtor to RBS Financial Products Inc. and RBS Financial Products Inc., a Delaware corporation and The Royal Bank of Scotland plc, a Delaware corporation, Secured Party, filed for record        of Franklin County Records as Instrument No. ______.

28.	Rights of Molina Healthcare, Inc., a Delaware corporation, as tenant in possession only, as evidenced by that certain Memorandum of Lease by and between AGNL Clinic, L.P., a Delaware limited partnership,

29.

Subordination, Non-Disturbance and Attornment Agreement by and between AGNL Clinic, L.P., as landlord and Molina Healthcare, Inc., as tenant, and RBS Financial Products Inc., a Delaware corporation and The Royal Bank of Scotland plc, a Delaware corporation (Lender) filed for record                                , 2013 in Official Record                         , of the Franklin County, Ohio records.

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26.	Liens in favor of the State of Ohio filed, but not yet indexed in the dockets of the Franklin County Common Pleas Clerk. Intentionally deleted.

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1.	The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy,

a.	according to applicable zoning ordinances and amendments, the Land is not classified Zone C2-Office Commercial in the H-110 Height District 110 with Parcel Two (parking lot) being located in the CPD, Planned Commercial Zoning District;

b.	the following use or uses are not allowed under that classification: General Office Building and parking lot;

c.

There shall be no liability under this paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses, This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5.

2.	The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either

a.	the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses;

b.	the refusal of any person to purchase, lease or lend money on the Title covered by this policy.

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By:	Authorized Signature

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By:	Authorized Signature

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1.	The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2.	For the purposes of this endorsement only,

a.	“Covenant” means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b.	“Improvement” means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees

3.	The Company insures against loss or damage sustained by the Insured by reason of:

a.	A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b.	Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c.	A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4.	This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a.	any Covenant contained in an instrument creating a lease;

b.	any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c.	except as provided in Section 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

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By	Authorized Signature

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By	Authorized Signature

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1.	those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

2.	the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes assessed against the servient estate

By	Authorized Signature

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1.	the failure of the boundary line of Fee Parcel 1 of the land to be contiguous to the boundary line of Fee Parcel 2: or

2.	the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

By	Authorized Signature

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By	Authorized Signature

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By	Authorized Signature

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By	Authorized Signature

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1.	The insurance provided by this endorsement is subject to the exclusion in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy

2.	For purposes of this endorsement only, “Improvement” means a building on the Land at Date of Policy.

3.	The Company insures against loss or damage sustained by the insured by reason of the enforced removal or alteration of any Improvement resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B

4.	This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a.	contamination, explosion, fire, vibration, fracturing, earthquake or subsidence; [or]

b.	negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances[; or

c.	the exercise of the rights described in NONE.

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1.	Demise of Premises    1

2.	Certain Definitions.    2

3.	Title and Condition .    14

4.	Use of Leased Premises; Quiet Enjoyment.    17

5.	Term.    18

6.	Basic Rent.    19

7.	Additional Rent.    20

8.	Net Lease: Non-Terminability.    21

9.	Payment of Impositions.    21

10.	Compliance with Laws and Easement Agreements; Environmental Matters.    24

11.	Liens; Recording.    27

12.	Maintenance and Repair.    28

13.	Alterations and Improvements.    30

14.	Permitted Contests.    31

15.	Indemnification.    32

16.	Insurance.    33

17.	Casualty and Condemnation.    37

18.	Termination Events.    38

19.	Restoration.    39

20.	Intentionally Omitted.    41

21.	Assignment and Subletting; Prohibition Against Leasehold Financing.    41

22.	Events of Default.    46

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23.	Remedies and Damages Upon Default.    48

24.	Notices.    52

25.	Estoppel Certificate.    53

26.	Surrender.    54

27.	No Merger of Title.    54

28.	Books and Records.    54

29.	Non-Recourse as to Landlord.    55

30.	Financing.    55

31.	Subordination, Non-Disturbance and Attornment.    56

32.	Tax Treatment; Reporting.    56

33.	Security Deposit.    57

34.	Permitted Leasehold Mortgages.    58

35.	Tenant Bankruptcy.    59

36.	Miscellaneous.    60

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Exhibit K	-    List of Existing Subleases, Access Agreements and License Agreements

Exhibit L	-    Form of Sublease SNDA

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To Landlord:	AGNL Clinic, L.P. c/o Angelo, Gordon & Co., L.P. 245 Park Avenue, 26th Floor New York, NY 10167-0094 Phone No.: (212) 883-4157 Fax No.: (212) 883-4141 Attn: Gordon J. Whiting

With a copy to:	AGNL Manager II, Inc. c/o Angelo, Gordon & Co., L.P. 245 Park Avenue, 26th Floor New York, NY 10167-0094 Phone No.: (212) 692-2296 Fax No.: (212) 867-6448 Attn: Joseph R. Wekselblatt

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With a copy to:	Sheppard, Mullin, Richter & Hampton LLP 1300 I Street, N.W. Washington, D.C. 20005-3314 Phone No.: (202) 469-4943 Fax No.: (202) 312-9411 Attn: Michele E. Williams, Esquire

To Tenant:	Director of Facilities

With a copy to:	Sidley Austin LLP

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STATE OF NEW YORK	)

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•	Long Beach Property

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•	Columbus Property

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•	200 Tower

•	300 Tower

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1.	Thence North 02 deg. 01’ 27” East, a distance of 258.02 feet to a railroad spike set;

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1.	all personal property located at the Columbus Real Property or the Columbus Improvements including, without limitation, all computers and other information technology devices, but excluding all items described in clause (b) of the definition of Columbus Property Other Assets; and

2.	those other items (regardless of whether such items constitute Fixtures) described on Exhibit B-1-A hereof.

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1.	all personal property located at the Long Beach Real Property or the Long Beach Improvements including, without limitation, all computers and other information technology devices, but excluding all items described in clause (b) of the definition of Long Beach Property Other Assets; and

2.	those other items (regardless of whether such items constitute Fixtures) described on Exhibit B-2-A hereof.

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1.	Basic Rent.

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•	3-Dee International

•	Arthritis National Research Foundation

•	Lisa Brandon, CFLS

•	California Coastal Commission

•	Crowell, Weedon & Co.

•	Department of Industrial Relations

•	High Rise Goodies Restaurant Group, Inc.

•	J. Perez Associates, Inc.

•	Long Beach Publishing Company, Inc. (aka Press Telegram)

•	Lynn E. Moyer

•	D. Michael Trainotti

•	Michael W. Binning

•	Molina Healthcare, Inc.

•	MVP Energy, LLC

•	Pacific Maritime Association

•	Pacific Merchant Shipping

•	Bruce A. Dybens, AP

•	California State Lands Commission

•	US Department of Veterans Affairs

•	Perona, Langer, Beck Serbin & Mendoza

•	Rose, Klein & Marias, LLP

•	United Parcel Services, Inc.

•	APB Car Wash & Detailing Specialist – License

•	Steel Coil

•	Mikko Myong Pivonka, an individual

•	TCG Los Angeles, Inc. (aka AT&T) – ACCESS AND LICENSE

•	XO Communications Services, LLC – LICENSE

•	Molina Healthcare of California (undocumented license agreement)

•	Bresco Solutions, LLC – LICENSE

•	iQor, Inc.

•	Prime Engineering & Architecture, Inc.

•	U.S. Congressman Patrick Tiberi

•	XO Communications Services, Inc. – ACCESS AGREEMENT

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NOTICE:	IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO.

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