DEED OF TRUST, NOTE AND OTHER LOAN DOCUMENT ASSUMPTION AND RELEASE AGREEMENT

WHEN RECORDED RETURN TO:

Ajay Raju, Esquire

Reed Smith LLP

2500 One Liberty Place

1650 Market Street

Philadelphia, PA 19103

Capmark Loan No. 99-1074777

DEED OF TRUST, NOTE AND OTHER LOAN DOCUMENT

ASSUMPTION AND RELEASE AGREEMENT

THIS DEED OF TRUST, NOTE AND OTHER LOAN DOCUMENT ASSUMPTION AND RELEASE AGREEMENT (this “ Agreemen t”) is entered into this ___ day of November, 2006, by and among SPI Willow Pass, L.P., a California limited partnership, having its principal place of business at 650 California Street, Suite 1288, San Francisco, California 94108 (“ Original Obligor ”), Montgomery Realty Group, LLC, a Delaware limited liability company, having its principal place of business at 400 Oyster Point Blvd., Suite 415, So. San Francisco, California 94080 (“ New Obligor ”), LaSalle Bank National Association, as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-LDP5 (“ Lender ”), with a mailing address at c/o Capmark Finance Inc., 200 Witmer Road, Horsham, Pennsylvania 19044 (“ Capmark ”), Dennis J. Wong, an individual, whose address is 650 California Street, Suite 1288, San Francisco, California 94108 (“ Original Guarantor ” and together with the Original Obligor, the “ Original Indemnitors ”), and Dinesh Maniar, an individual, whose mailing address is 400 Oyster Point Blvd., Suite 415, So. San Francisco, California 94080 (the “ New Guarantor ” and together with the New Obligor, the “ New Indemnitors ”).

RECITALS

A.          Eurohypo AG, New York Branch, the New York branch of a German banking corporation (the “ Original Lender ”) made a $12,400,000.00 real estate loan (the “ Loan ”) to Original Obligor, which Loan is evidenced by a certain Promissory Note dated December 7, 2005 from Original Obligor in the original principal amount of $12,400,000.00 (the “ Note ”) and a certain Loan Agreement between Original Obligor and Original Lender dated as of December 7, 2005 (the “ Loan Agreement ”). The Loan is secured by, inter alia, a certain (i) Deed of Trust and Assignment or Rents and Fixture Filing (the “ Deed of Trust ”) dated December 7, 2005, from Original Obligor to Original Lender, encumbering the property located at 1675 Willow Pass Road, Concord, California 94520, as more particularly described in the Deed of Trust (the “ Property ”), and recorded on December 7, 2005 from Original Obligor to Original Lender and recorded as Instrument No. 2005-470738 in the land records of Contra Costa County, California (the “ Recorder’s Office ”), and (ii) Assignment of Leases and Rents (the “ Assignment of Leases ”) dated December 7, 2005 from Original Obligor to Original Lender and recorded as Instrument No. 2005-470739 in the Recorder’s Office. In addition to the Note, the Deed of Trust and the Assignment of Leases, the Loan is evidenced by, and is subject to, the terms and conditions of: (i) a certain Guaranty of Recourse Obligations dated December 7, 2005 from Original Guarantor in favor of Original Lender (the “ Original Guaranty ”); (ii) Environmental Indemnity Agreement dated December 7, 2005 from Original Obligor in favor of Original Lender (the “ Original Environmental Indemnity ”); and (iii) all other documents and instruments executed in connection with the Loan or pursuant to this Agreement (such documents, together with the Note, the Loan Agreement, the Deed of Trust, the Assignment of Leases, the Original Guaranty and the Original Environmental

Indemnity, being hereinafter referred to as the “ Loan Documents ”). The Loan and all of the then-existing Loan Documents were subsequently assigned to Lender.

B.          The Loan and the Loan Documents are subject to and a part of that certain Pooling and Servicing Agreement dated December 1, 2005 regarding J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-LDP5.

C.          Pursuant to that certain Purchase and Sale Agreement dated as of August 14, 2006, and subsequently amended four (4) times, New Obligor is purchasing from Original Obligor a two-tenant retail building, commonly known as Concord Park & Shop and more fully described in the Deed of Trust (defined above as, the “ Property ”). New Obligor desires to assume the Loan in connection with such purchase, and Lender has agreed, pursuant to the terms hereof, to consent to such purchase and assumption and to release Original Obligor partially from liability under the Loan Documents, subject to the assumption by New Obligor of all of the liabilities and obligations under the Loan Documents and the satisfaction of the other conditions set forth herein.

D.          Unless the context requires otherwise, references in this Agreement to the Note, the Deed of Trust, the Assignment of Leases and the other Loan Documents shall be deemed to refer to such documents as amended by this Agreement, and as such documents may be further amended, modified, extended or replaced from time to time.

CONTRACTUAL PROVISIONS

NOW, THEREFORE, in consideration of the Recitals, which are incorporated herein, as if set forth below in full, and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a)         As of the date of this Agreement, New Obligor hereby assumes and agrees to pay and perform all of the past (to the extent unsatisfied), present and future liabilities and payment and performance obligations of Original Obligor under and as set forth in the Loan Documents and agrees to keep and observe all of the covenants, terms and conditions required to be kept, observed and performed pursuant to the Note, the Deed of Trust and all of the other Loan Documents, to the same effect as if New Obligor were the original maker of, and a party to, the Loan Documents including, but not limited to, payment of all sums presently outstanding under the Note. The obligations of New Obligor under this Agreement shall not be affected by any failure of Original Obligor to perform any covenants running from Original Obligor to New Obligor or any breach of Original Obligor’s representations and warranties to New Obligor.

(b)         Lender and New Obligor confirm and acknowledge that the outstanding principal balance under the Note as of the date hereof is $12,400,000.00 and the balances of all reserve accounts required under the Loan Documents are set forth on Schedule I , attached hereto and made a part hereof. New Obligor declares and acknowledges, for the specific reliance and benefit of Lender, that the outstanding balance of the Loan as agreed and acknowledged in this Agreement is correct and that New Obligor has no right, claim, defense or right of offset of any kind or in any amount to the Note, the Deed of Trust or any of the other Loan Documents. The foregoing acknowledgement of New Obligor includes, without limitation, anything that would reduce the principal balance of the Loan or any interest or any other sums owed to Lender in connection therewith. New Obligor acknowledges and agrees that no amounts paid by New Obligor or Original Obligor to Lender pursuant to or in connection

with the execution and delivery of this Agreement shall be applied to or set off against the principal balance of the Note.

(c)         New Obligor hereby agrees to pay to Lender on the date hereof the sum of $31,000.00 as consideration for allowing the transfer of the Property to, and the assumption of the Loan by, New Obligor.

(a)         Subject to satisfaction of the requirements set forth in this Agreement including, without limitation, Section 2(b) below, Lender hereby consents to the transfer of the Property to New Obligor and to this assignment and assumption of the Loan and waives its right to accelerate the Loan pursuant to any provision of any of the Loan Documents which might otherwise provide such right to Lender solely on account of such transfer and assignment and assumption. Lender’s consent to the transfer of the Property to New Obligor and the assumption of the Loan is not intended to be and shall not be construed as a consent to any subsequent transfer or assumption which requires Lender’s consent pursuant to the terms of the Deed of Trust or any other Loan Document.

(b)         As a condition precedent to the granting and effectiveness of the consent set forth in Section 2(a) above, New Obligor shall deliver, or cause to be delivered, to Lender: (i) a Guaranty from New Guarantor in favor of Lender (the “ New Guaranty ”); (ii) an Environmental Indemnity Agreement from New Indemnitors in favor of Lender (the “ New Environmental Indemnity ”); (iii) an Assignment of the Management Agreement and Subordination of Management Fees by and among New Obligor, Diversified Investment and Management Corporation and Lender (the “ Assignment of Management Agreement ”); and (iv) such other documents and instruments as may be reasonably required by Lender, all of which documents and instruments shall be included in the definition of Loan Documents.

(c)         New Obligor shall pay, or cause to be paid at closing: (i) all costs and expenses incident to the preparation, execution and recordation hereof and the consummation of the transaction contemplated hereby, including, but not limited to, recording fees, filing fees, surveyor fees, broker fees, transfer or mortgage taxes, rating agency confirmation fees, application fees, all third party fees, transfer fees, inspection fees, title insurance policy or endorsement premiums or other charges of Title Company (as defined herein) and the fees and expenses of legal counsel to Lender and any applicable rating agency and (ii) an assumption fee to Lender in the amount of $31,000.00 being one quarter of one percent (0.25%) of the outstanding principal balance of the Note as of the date of the transfer and assumption contemplated by this Agreement, the next regularly scheduled monthly payment due in the amount of $58,690.58 and the other fees and expenses outlined in the beneficiary statement distributed to the parties by Lender.

(d)          Replacement Policy . At Lender’s discretion, New Obligor shall either (A) cause the title company (the “ Title Company ”) that issued the original mortgagee’s title policy (the “ Policy ”) to Original Lender to issue a “bring down” or similar endorsement (the “ Endorsement ”) to the Policy, which endorsement shall: (i) reflect the current ownership of the Property; (ii) reflect the Lender as the owner of the Loan Documents; (iii) be effective as of the date of delivery of this Agreement; (iv) continue to insure the Deed of Trust as a first lien on the Property; (v) show no new title exceptions unacceptable to Lender; and (vi) otherwise be in form and content acceptable to Lender, in its sole discretion; or (B) cause the Title Company to issue a replacement loan policy covering the Property in substantially the same form as the Policy (the “ New Policy ”), which New Policy shall insure the lien of the Deed of Trust, and shall: (i) be in form and content acceptable to Lender, in its sole discretion; (ii) be effective as of the date of delivery of this Agreement; (iii) reflect the current ownership of the Property and the Loan; (iv) contain the same endorsements and affirmative coverages

as the Policy; and (v) contain only such exceptions as may be acceptable to Lender in its sole discretion.

(e)          Loan Documents . New Obligor shall execute and deliver to Lender (i) UCC-1 and/or UCC-3 financing statements, as may be required by Lender, with New Obligor as debtor and Lender as secured party, covering the property which is covered by the financing statements, for filing as a personal property filing with the Recorder’s Office and the Office of the Secretary of State of the State of Delaware and as a fixture filing with the Recorder’s Office, and (ii) a Consent and Subordination of Property Management Agreement. New Obligor and Original Obligor shall execute such other agreements, instruments, documents and other writings as may be requested by Lender to maintain the perfection of Lender’s security interest in the Property and to consummate the transactions contemplated by or in the Loan Documents and this Agreement.

(f)           Recordation . Upon execution hereof by Lender, New Obligor and Original Obligor shall cause this Agreement to be recorded in the Recorder’s Office, and New Obligor shall cause a certified file stamped copy of the recorded original hereof and a certified file stamped copy of the recorded Deed conveying the Property to New Obligor to be delivered to Lender within thirty (30) days from the execution date hereof.

(g)          Insurance . New Obligor shall deliver to Lender a copy of Original Obligor’s insurance policies or insurance certificate evidencing that the Property is insured in accordance with the requirements of the Loan Documents and that the Lender is named as an additional insured under such i