Exhibit 10.27

|                            |  | EAGLEPOINT PARTNERS TWO, LLC |  | 
|--------------------------- |  | ---------------------------- |  | 
|                            |  | as Landlord                  |  | 
|                            |  | AND                          |  | 
|                            |  | GUITAR CENTER STORES, INC.   |  | 
|                            |  | as Tenant                    |  | 
|                           
|LEASE AGREEMENT            
|Dated as of August 15, 2001

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LEASE AGREEMENT dated as of August 15, 2001, betweenEAGLEPOINT PARTNERS TWO, LLCan Indiana limited liability company, as lessor
(herein called "Landlord"), having an address at 9777 N. College Avenue, Indianapolis, IN 46280 andGUITAR CENTER STORES, INC., a(n) Delaware
corporation, as lessee (herein called "Tenant"), having an address at 5795 Lindero Canyon Road, Westlake Village, CA 91362.

WHEREAS,
Landlord is the fee simple owner of the parcel of land described more particularly in Schedule A attached hereto and by reference made a part hereof; and

WHEREAS,
Landlord and Tenant desire to enter into a lease relating to said parcel of land and improvements intended to be constructed thereon.

NOW,
THEREFORE, Landlord and Tenant hereby agree as follows:

1.Demise.For and in consideration of the rents and other amounts hereinafter
stipulated to be paid and the provisions of this Lease hereinafter stipulated to be observed and performed by Tenant and Landlord, Landlord hereby demises and lets to Tenant, and Tenant hereby takes
and leases from Landlord, for the term described in Section 4 and subject to the provisions hereinafter set forth, the parcel of land described in Exhibit Aattached hereto and by reference
made a part hereof (the "Land") (including the unhindered right to use, in common with others
authorized to use them, such access roads, approaches, curbs, and driveways allowing ingress and egress to and from the Land and the improvements to be constructed thereon), and improvements to be
constructed thereon consisting of an approximately 505,250 square foot building (the "Building") and other improvements which may be constructed thereon (the "Improvements"), the Building and
Improvements all to be constructed pursuant toExhibit Dattached hereto and by reference made a part hereof, and all easements, rights and
appurtenances thereto (the Land, Building and Improvements collectively herein called the "Premises"). Upon completion of the Improvements, Landlord shall provide Tenant with (i) a Certificate
of Occupancy and (ii) architect and engineer certifications evidencing that the Premises have been built according to the plans and specifications contained herein. Landlord shall use its
reasonable best efforts to inform Tenant of any required occupancy permits which may be required by the governing authorities.



2.Title; Condition; Mortgage.



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3.Use.Tenant shall have the right to occupy and use the Premises for the
operation of
Warehouse/Distribution Center, incidental office, and any other use incidental thereto (the "Permitted Use") and for no other purpose without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, conditioned or delayed. In no event shall Tenant use the Premise for a use which is prohibited by any applicable laws or ordinances, now or hereafter in effect.

4.Term.Subject to the provisions of this Lease, Tenant shall have and hold
the
Premises for a term commencing June 14, 2002 (the "Commencement Date") and continuing for one hundred and twenty (120) consecutive months (such period herein called the "Term"). If the
Commencement Date is other than the first day of a month, and therefore this Lease would expire on a day other than the last day of a month, the length of the Term shall be extended through the last
day of that month. Prior to the Commencement Date and no later than February 14, 2002 (the "Fixturing Occupancy Date"), Tenant shall have access to the Premises for fixturing and the condition
of the Premises shall be as described inExhibit F. Tenant covenants and agrees that such fixturing period shall be deemed to be under the terms,
covenants, conditions and provisions of this Lease, except as to the covenant to pay Basic Rent, Additional Rent or other amounts payable by Tenant hereunder. Thirty (30) days after the
Fixturing Occupancy Date, Landlord shall deliver the Premises to Tenant for the completion of Tenant's fixturing and the beginning of operations and the condition of the Premises shall be as described
inExhibit F-1.Tenant covenants and agrees that such period prior to the Commencement Date shall be deemed to be under the terms,
covenants, conditions and provisions of this Lease, except as to the covenant to pay Basic Rent. The Commencement Date shall extend one day for every day that the Premises are not available to Tenant
as described inExhibit Fon the Fixturing Occupancy Date or as described in Exhibit F-1thirty (30) days after the Fixturing Occupancy
Date.

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Excepting
delays caused by Tenant and events of force majeure as defined in Section 31, Landlord shall provide to Tenant two (2) days of abatement (in addition to any other
abatement provided hereunder) of Basic Rent, Additional Rent and other amounts payable by Tenant hereunder for every day past the Fixturing Occupancy Date that the Premises is not as described in Exhibit For for every day past thirty (30) days past the Fixturing Occupancy Date that the Premises is not as described in Exhibit F-1.

Excepting
delays caused by Tenant and events of force majeure as defined in Section 31, if Landlord fails to deliver the Premises to Tenant as described in Exhibit Fprior to May 15, 2002 or as
described in Exhibit F-1prior to June 14, 2002, Tenant shall have the right, but not the obligation, to terminate this Lease by delivering
written notice to Landlord of Tenant's election to terminate.

5.Rent.



The
security deposit has been intentionally deleted from this Lease.

6.Payment of Expenses.Commencing thirty (30) days after the Fixturing
Occupancy
Date, and continuing throughout the term, Tenant shall be responsible for the payment of taxes, utilities and other charges (see Section 8 for further provisions), insurance as required by this
Lease (see Section 15 for further provisions), and Tenant's repairs (see Section 12 for further provisions).

7.Net Lease; Nonterminability.



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8.Taxes and Other Charges; Compliance With Law and Agreements.



9.Liens.Tenant will remove and discharge promptly, at its cost and expense,
all liens,
encumbrances and charges upon the Premises which arise for any reason whatsoever as a result of Tenant's, its employees', agents' or invitees' actions or inactions or in connection with any services
performed or materials furnished by or at the request of Tenant, its employees, agents or invitees,

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including but not limited to all such liens, encumbrances and charges which arise out of the possession, use, occupancy, maintenance, repair, replacement or rebuilding of the Premises by Tenant or by
reason of labor or materials furnished or claimed to have been furnished to Tenant, but excluding (i) the Permitted Exceptions and (ii) minor liens, encumbrances and charges which do not
individually or in the aggregate materially adversely affect the value or use of the Premises for which it is to be used by Tenant hereunder provided that Landlord receives adequate surety against any
loss. Notwithstanding the foregoing, Tenant shall have the right to bond any such lien, encumbrance or charge and contest it by appropriate proceeding prosecuted diligently and in good faith. Tenant
shall have no obligation in connection with liens resulting from any act or omission of Landlord or Landlord's agents, representatives, contractors, employees or adjacent tenants.

10.Indemnification.



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11.Landlord's Repairs.During the term of the Lease and any extensions thereof,

Landlord shall maintain, repair and replace, as necessary at its expense, the structural integrity of the roof, foundation (excluding the slab), exterior walls and all other structural components of
the Building, excluding damages caused by Tenant, its agents, invitees and contractors. The term "exterior walls" as used in this Section shall not include windows, glass or plate glass, doors or
overhead doors, special store fronts, dock bumpers, dock plates or levelers, or office entries. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this
Section, after which Landlord shall promptly repair.

12.Tenant's Repairs; Inspection.Tenant, at its expense, shall repair, replace
and
maintain in good condition all portions of the Premises and all areas, improvements and systems exclusively serving the Premises including without limitation, dock and loading areas, truck doors,
interior portions of plumbing, water and sewer lines up to points of common connection, fire sprinklers and fire protection systems, entries, doors, ceilings, windows, interior walls, and the interior
surface of demising walls, and heating, ventilation and air conditioning systems reasonable wear and tear, damages caused by Landlord, its agents, invitees and contractors excluded. Such repair and
replacements include capital expenditures and repairs whose benefit may extend beyond the Term. Heating, ventilation and air conditioning systems and other mechanical and building systems serving the
Premises shall be maintained at Tenant's expense pursuant to maintenance service contracts entered into by Tenant. If Tenant fails to perform any repair or replacement for which it is responsible,
Landlord may perform
such work and be reimbursed by Tenant within thirty (30) days after demand therefor. Tenant shall bear the full cost of any repair or replacement to any part of the Premises that results from
damage caused by Tenant, its agents, contractors, or invitees. Notwithstanding anything to the contrary set forth in this Section 12, or elsewhere in this Lease, if any capital additions,
repairs or replacements in connection with any governmental requirement, code compliance, or other such capital additions, repairs or replacements are required by any law, ordinance, rule or
regulation that the express terms of this don't require Landlord to make, and the useful life of such capital addition, repair or replacement will survive the expiration of the Lease, then the cost of
such capital repair or replacement shall be prorated between Landlord and Tenant (i.e., Tenant shall be responsible for the cost of such capital repair or replacement, divided by its useful life,
multiplied by the remaining term including any extension exercised under Section 32Landlord shall be responsible for the rest of the cost of any such capital repair or
replacement). Tenant shall consult with Landlord about the cost and method of making such additions, repairs or replacements. In no event shall Tenant be responsible for any maintenance, repairs or
replacement required as a result of any act or omission of Landlord, Landlord's contractors, agents, representatives, employees, or invitees.

Landlord,
Mortgagee and their authorized representatives may upon twenty-four (24) hours prior notice to Tenant, or without notice in the case of an emergency (but in
such case, Landlord shall be responsible for properly securing the Premises prior to leaving), during Tenant's regular business hours enter the Premises or any part thereof for the purpose of
inspecting the same. Neither Landlord nor Mortgagee shall have any duty to make such inspection, nor shall they incur any liability or obligation for making or not making any such inspection.

In
the event of an emergency (any event that in Tenant's reasonable opinion poses a potential threat to life and/or property), and/or in the event that Landlord shall fail to perform any
of Landlord's responsibilities within the applicable cure period, then Tenant shall have the right, but not the obligation to make the necessary and appropriate repairs, or to take the necessary
appropriate action, on behalf of Landlord, and Landlord shall promptly reimburse Tenant the full cost of such repairs or action. If Landlord shall fail to full reimburse Tenant for such costs, Tenant
may, but shall not be required to deduct such amounts from up to Ten Per Cent (10%) of the amount of any installment of Basic Rent owing from Tenant to Landlord.

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13.Alterations and Additions.



14.Condemnation and Casualty.



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15.Insurance.



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16.Termination.



17.Subletting; Assignment.

Tenant
may neither sublet nor assign the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed. No sublease or assignment hereunder, whether or not consented to by Landlord shall affect or reduce any obligations of Tenant or rights of Landlord hereunder, and following any such
assignment or subletting, all obligations of Tenant hereunder shall continue in full effect as the obligations of a principal and not of a guarantor or surety, as though no subletting or assignment
had been made. Neither this Lease nor the term hereby demised shall be mortgaged by Tenant, nor shall Tenant mortgage or pledge the interest of Tenant in and to any sublease of the Premises or any
portion thereof or the rentals payable thereunder. Any such mortgage or pledge, and any such sublease or assignment made otherwise than as permitted by this Section 17, shall be void. Tenant
shall, within 10 days after the execution of any such sublease or assignment, deliver a conformed copy thereof to Landlord. Notwithstanding anything in this Lease contained to the contrary,
Tenant may, at any time, and without obtaining Landlord's consent but with prior written notice to Landlord, assign its interest in this Lease or sublet the whole or any part of the Premises to any
business organization affiliated with Tenant, or any business organization resulting from the consolidation or merger of Tenant with any other business organization or organizations, provided that the
resulting company has a reputation and financial condition equal to or greater than Tenant and Tenant provides the financial and other information reasonably requested by Landlord regarding the
assignee or sublessee.

18.Advances by Landlord; Permitted Contests.



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19.Conditional LimitationsEvents of Default and Remedies.



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20.Notices.All notices and other instruments or communications pursuant to
this Lease
(including, without limitation, all agreements, acceptances, undertakings, demands, waivers, requests, consents, approvals, offers, statements and certificates) shall be in writing and shall be
validly given if mailed by prepaid United States certified mail, return receipt requested or sent by reputable overnight delivery service or sent by facsimile with a confirmation hard copy sent by a
reputable overnight delivery service, addressed to the person entitled to receive the same. Landlord and Tenant, and any other person to whom any such writing is to be given hereunder, shall each have
the right to specify, from time to time, as its address for purposes of this Lease, any address in the United States upon giving
written notice thereof to each other person then entitled to receive notices or other instruments hereunder. The addresses and facsimile numbers of Landlord and Tenant for purposes of this Lease,
until notice to the contrary has been given as above provided, shall be as follows:

| |  | Landlord: |  | EAGLEPOINT PARTNERS TWO,
LLC c/o Lauth Property Group
9777 N. College Avenue
Indianapolis, IN 46280
Facsimile: (317) 848-6511                              
| |  | --------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Tenant:   |  | GUITAR CENTER STORES, INC.
Attn: Robert J. Stannard, Director of Real Estate
5795 Lindero Canyon Road
West Lake Village, CA 91362
Facsimile: (818) 735-7923

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Each such writing given by Tenant or Landlord pursuant to this Lease shall be signed by a duly authorized officer or employee of Tenant or Landlord (respectively) in the name and on behalf of Tenant
or Landlord (respectively).

21.Estoppel Certificates.



22.No Merger.There shall be no merger of this Lease or of the leasehold
estate hereby
created with the fee estate or leasehold estate in the Premises or any portion thereof by reason of the fact that the same person may acquire or hold, directly or indirectly, all or part of such fee
estate and this Lease or the leasehold estate hereby created or any interest in this Lease, and this Lease shall not be terminated for any cause except as expressly provided herein.

23.Surrender.



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24.Separability.Each provision contained in this Lease shall for all purposes
be
construed to be separate and independent and the breach of any such provision by Landlord shall not discharge or relieve Tenant from Tenant's obligation to observe and perform each provision of this
Lease to be observed or performed by Tenant. If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid and unenforceable, the remainder of
this Lease, or the
application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid
and shall be enforceable to the extent permitted by law.

25.Binding Effect.All provisions contained in this Lease shall be binding
upon
(subject to the provisions of Section 17(b)), inure to the benefit of and be enforceable by, the respective successors and permitted assigns of Landlord and Tenant to the same extent as if each
such successor or assign were named as a part to this Lease. This Lease embodies the entire agreement between Landlord and Tenant relating to the subject matter hereof and supersedes all prior
agreements and understanding relating to such subject matter. The provisions of this Lease may be amended, waived or terminated only by an instrument signed by Landlord and Tenant.

26.Miscellaneous.The headings to the various Sections of this Lease have been
inserted
for convenience of reference only and shall not modify, define, limit or expand the expressed provisions of this Lease. This Lease shall be governed by and construed and enforced in accordance with
the laws of the state in which the Premises are located.

27.Tax and Insurance Deposits.In the event Landlord becomes obligated to the
Mortgagee
to make payments for taxes and insurance premiums in accordance with the terms of the Mortgage, upon notice thereof by Landlord, Tenant shall pay to Landlord as Additional Rent on the Payment Dates
for Basic Rent, an amount equal to 1/12 of the annual real estate taxes and assessments, if any, levied or to be levied against the Premises and of the insurance premiums, if any, next
becoming due (all hereinafter referred to as the "charges") all as estimated by Landlord, so that Landlord shall have sufficient funds to pay the charges on the first day of the month preceding the
month in which they become due. If, from time to time, Landlord shall determine that the balance of the funds held by it to pay the charges is or will be insufficient to pay any of the charges when
the same shall become due and payable, then Tenant shall pay to Landlord any amount necessary to remedy such deficiency within thirty (30) days of receipt of written notice from Landlord to
Tenant. Landlord shall hold all such

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amounts and pay the charges before the same become delinquent, with the right, however, to Landlord to apply, after an Event of Default, any sums so received as a credit against any Basic Rent or
Additional Rent then remaining unpaid or to the payment of any of the charges.

28.No Broker.The parties warrant and represent to each other that they have
no
knowledge that any brokers or other agents were involved in the consummation of this Lease, except for Lauth Property Group, Inc. and CB Richard Ellis Global Logistics Group whose commissions
shall be paid by Landlord. Except for the foregoing, Landlord and Tenant shall indemnify and hold each other harmless from any claims, liabilities, damages or expense incurred as a result of any party
claiming any fee or commission through the indemnifying party.

29.Subordination and Non-Disturbance.At the option of Landlord, and
subject to receipt by Tenant of a non-disturbance agreement in favor of Tenant, and reasonably acceptable in form and substance to
Tenant, this Lease shall, at all times, be subject, subordinate and inferior to any mortgage that may be placed on the Premises. Tenant shall, within twenty (20) days after demand, execute any
reasonable instrument reasonably necessary to effect the foregoing provision provided said instrument includes a non-disturbance provision to Tenant's benefit which provides that if
Landlord's interest in the Premises is sold or conveyed upon the exercise of any remedy provided in any Mortgage or by deed in lieu thereof, or if the holder of the Mortgage takes possession of the
Premises thereto, this Lease shall not be terminated, nor shall Tenant's possession of the Premises be disturbed, and Tenant shall be entitled the rights of quiet enjoyment so long as Tenant is not in
default under the Lease beyond the applicable cure period. As a condition precedent to this Lease being subordinate to a Mortgage, Landlord shall promptly obtain from the holders of any Mortgage such
a non-disturbance agreement in form and substance reasonably satisfactory to Tenant. During the Term and any extended Term, Tenant shall be entitled to the rights of quiet enjoyment
pursuant to the terms of this Lease.

30.Financial Statements.If Tenant ceases to be a publicly-traded company
during the
Lease Term and any extensions thereof, Tenant shall provide to Landlord on an annual basis, within ninety (90) days following the end of Tenant's fiscal year, a copy of Tenant's most recent
certified and audited financial statements prepared as of the end of Tenant's fiscal year. Such financial statements shall be prepared in conformity with generally accepted accounting principles.

31.Force MajeureExcept for Tenant's payment of Basic Rent and Additional Rent,
 both
Parties shall be excused for the period of any delay in the performance of any obligation hereunder when such delay is occasioned by causes beyond its control, including, but not limited to, war,
invasion or hostility; work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor or energy; man-made or natural casualties; unusual weather conditions; acts
or omissions of governmental or political bodies; or civil disturbances or riots. Landlord will promptly give Tenant notice in the event Landlord becomes aware that, due to force majeure or any other
cause, Landlord will be unable to deliver the Improvements on or before thirty (30) days following the Fixturing Occupancy Date.

32.Extension OptionProvided Landlord has not declared an event of default in
this
Lease that remains uncured, beyond the applicable cure period, and this Lease is then in full force and effect, Tenant shall have two (2) options to extend this Lease and the Lease Term for
extended terms of five (5) years each (an "Extension Term") to be exercisable only by written notice given by Tenant to landlord at least twelve (12) months prior to the expiration of
the Lease Term then in effect. If Tenant exercises such option in accordance with the provisions and limitations of this Section, this lease and the Lease Term shall be extended for five
(5) years (unless sooner terminated pursuant to the terms of this Lease) commencing on the date following the last day of the Lease Term in effect prior to such option being exercised upon all
of the then applicable terms, covenants and conditions contained in this Lease, except that the Rent for the entire Extension Term shall be at an annual rate determined as set forth below, it being
understood that such Rent shall be payable in equally monthly installments, in advance, just as in the case of the Initial Term. The Rent for the Extension Term shall be at the greater

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of (i) the Rent payable at the end of the Lease Term prior to the Extension Term; or (ii) the then fair market rent for the Premises for the Extension Term, to be determined as follows:
At any time during the six (6) month period prior to the twelve (12) month written notice period (but in any event not less than sixty (60) days prior to Tenant's notice
deadline), Landlord shall provide Tenant with Landlord's written designation of what it believes the fair market rent to be for the Extension Term. If Tenant
disagrees with Landlord's designation and if the parties are otherwise unable to agree upon the fair market rent of the Premises for the Extension Term, then Tenant may initiate the following
arbitration process to determine the fair market rent (the "Market Rent") by sending written notice thereof to Landlord within thirty (30) days after Landlord provides Tenant notice of
Landlord's designation of Market Rent for the Extension Term. If Tenant fails to initiate this arbitration process as aforesaid, time being of the essence, then Landlord's designation of Market Rent
(as set forth in Landlord's notice) shall be conclusive. In order to be effective, Tenant's notice to Landlord initiating the arbitration process shall specify the name and address of the person
designated to act as an arbitrator on its behalf. Within ten (10) days after the designation of Tenant's arbitrator, Landlord shall give notice to Tenant specifying the name and address of the
person designated to act as an arbitrator on Landlord's behalf. If Landlord fails to notify Tenant of the appointment of its arbitrator within the time above specified, then the appointment of the
second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where two arbitrators are appointed hereunder and the parties are unable
to agree upon such appointment. The two arbitrators so chosen shall meet within then (10) days after the second arbitrator is appointed, and if, within ten (10) days after the second
arbitrator is appointed, the two arbitrators shall not agree upon a determination of Market Rent, they shall together appoint a third arbitrator. In the event of their being unable to agree upon such
appointment within ten (10) days after the appointment of the second arbitrator the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further
period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association
(or any organization successor thereto) in accordance with its rules then prevailing.

Each
party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other
expenses (not including the attorneys fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties
equally.

If
a third arbitrator is chosen as provided above, then such three arbitrators shall collectively determine the Market Rent and render a written certified report of their determination
to both Landlord and Tenant within ten (10) days after appointment of the third arbitrator if such third arbitrator is appointed pursuant to this Section.

Each
of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of warehousing and distribution buildings in the
Indianapolis area. In addition, the third arbitrator (if any) shall be an independent party not affiliated in any way with either Landlord or Tenant.

Each
of the three arbitrators shall indicate its view of the Market Rent for the Extension Term. The resulting average shall be deemed to be the Rent for the Extension Term for the
purposes of this Section.

Time
is of the essence with respect to the exercise of the option contained herein. Tenant shall not have the right to give any notice exercising such option after the expiration of the
applicable time
limitation set forth herein (twelve months prior to the expiration of the Lease Term then in effect), and any notice given after such time limitation purporting to exercise such option shall be void
and of no force or effect.

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After
the final determination of Option Rent, as set forth above, Tenant shall have the option, but not the obligation, to rescind Tenant's notice to Landlord of Tenant's election to
exercise an Option to extend this Lease.

The
Original Term and, the Extension Terms are referred to collectively in this Lease as the "Lease Term."

33.Expansion OptionProvided Tenant is not in default hereunder, beyond the
applicable
cure period and has not abandoned the Premises, Tenant shall have the right (the "Expansion Right"), upon written notice to Landlord, to require Landlord to construct an approximately two hundred
forty-two thousand five hundred twenty (242,520) square foot expansion of the Improvements (the "Expansion") subject to the conditions herein stated. Within sixty (60) days after
Tenant's exercise of the Expansion Right, Landlord and Tenant shall agree on preliminary concept plans and specifications and a construction schedule for the Expansion (collectively the "Expansion
Preliminary Plans"). After the Expansion Preliminary Plans have been approved and signed by Landlord and Tenant, Landlord shall cause an architect approved by Landlord and Tenant to proceed, with
final plans and specifications and a construction schedule for the Expansion (collectively the "Expansion Plans and Specifications"). Tenant shall supply to the architect sufficient information to
allow for the completion of the Expansion Plans and Specifications on an as-needed basis as determined by the architect. The Expansion shall be substantially similar to the construction
and finish of the Improvements as originally constructed (including the quality and type of base building systems and all interior finishes). Landlord and Tenant shall have the right to approve the
Expansion Plans and Specifications, which approval shall not be unreasonably withheld, conditioned or delayed. The Expansion Preliminary Plans and the Expansion Plans and Specifications shall be
prepared at Tenant's expense unless the Expansion is built in which case the cost thereof shall be Project Costs as provided below and paid by Landlord. After the Expansion Plans and Specifications
have been approved, Landlord shall establish basic rent resulting from the Expansion, and the Basic Rent shall be increased in accordance with the following formula at the time of Substantial
Completion of the Expansion:



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34.Tax AbatementIt is a condition subsequent to this Lease that Landlord
obtain on or
before the Commencement Date a stepped real estate tax abatement for the 505,250 square foot Building to be
constructed at the Premises for a period of ten (10) years. Upon obtaining the tax abatement, Landlord shall provide Tenant with detailed documentation from the taxing authorities setting forth
the terms of the abatement.

35.ADA ComplianceAt the Commencement Date, Landlord shall deliver the
Premises to
Tenant in compliance with the Americans with Disabilities Act of 1990 (the "ADA"). Tenant shall be responsible for compliance with the ADA during the Term of the Lease and any extensions thereof.
Should Landlord or Tenant receive notice of any alleged violation of the ADA relating to any portion of the Premises; any claims made or threatened in writing regarding noncompliance with the ADA and
relating to any portion of the Premises; or any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with the ADA and relating to any portion of the
Premises, Landlord or Tenant shall advise the other party in writing within ten (10) days after receipt of such notice, and provide the other with copies of same (as applicable).

36.Hazardous SubstancesThe term "Hazardous Substances", as used in this Lease
shall
mean pollutants, contaminants, or toxic or hazardous wastes, or any other substances, the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any
"Environmental Law", which term shall mean any federal, state or local law, ordinance or other statute of a governmental or quasi-governmental authority relating to pollution or protection of the
environment. Tenant hereby agrees that (A) no activity will be conducted on the Premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary
course of Tenant's business activities (the "Permitted Activities") provided said Permitted Activities are conducted in accordance with all Environmental Laws; Tenant shall be responsible for
obtaining any required permits and paying any fees and providing any testing required by any governmental agency in connection with any use of Hazardous Substances in the Premises by Tenant;
(B) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage

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of such materials that are used in the ordinary course of Tenant's business (the "Permitted Materials") provided such Permitted Materials are properly stored in a manner and location meeting all
Environmental Laws; Tenant shall be responsible for obtaining any required permits and paying any fees and providing any testing required by any governmental agency in connection with any use of
Hazardous Substances in the Premises by Tenant; (C) no portion of the Premises will be used as a landfill or a dump; (D) Tenant will not install any underground tanks of any type;
(E) Tenant will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time may constitute a public or private nuisance;
(F) Tenant will not permit any Hazardous Substances to be brought onto the Premises, except for the Permitted Materials described above, and if so brought or found located thereon, the same
shall be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all Environmental Laws. Landlord or Landlord's representative shall
have the right but not the obligation to enter the Premises for the purpose of inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all Environmental Laws. Should
it be reasonably determined, that said Permitted Materials are being improperly stored, used, or disposed of, then Tenant shall immediately take such corrective action as reasonably required. Should
Tenant fail to take such corrective action within 24 hours, Landlord shall have the right to perform such work and Tenant shall promptly reimburse Landlord for any and all costs associated with
said work. If at any time during or after the Lease Term, the Premises are found to be so contaminated or subject to said conditions due to any contamination of the Premises by Tenant, or Tenant's
employees, contractors, or invitees, Tenant shall diligently institute proper and thoroughcleanup procedures at Tenant's sole cost, and Tenant agrees to indemnify, defend and hold
harmless Landlord, its lenders, any managing agents and leasing agents of the Premises, and their respective agents, partners, officers, directors and employees, from all claims, demands, actions,
liabilities, costs, expenses, damages (actual or punitive) and obligations of any nature arising from or as a result of the use of the Premises by Tenant. The foregoing indemnification and the
responsibilities of Tenant shall survive the termination or expiration of this Lease. Landlord acknowledges that Tenant will use chemicals, supplies and equipment in connection with Tenant's use of
the Premises, typical to comparable office/warehouse/distribution center uses, (such as, by way of example, but without limitation, industrial lubricants, batteries and battery chargers, cleaning
agents, etc.), and, provided that Tenant follows all applicable laws, such use shall not be considered a violation of the terms of this Lease.

During
the Lease Term, both Parties shall promptly provide the other Party with copies of all summons, citations, directives, information inquiries or requests, notices of potential
responsibility, notices of violation or deficiency, orders or decrees, claims, complaints, investigations, judgments, letters, notice of environmental liens, and other communications, written or oral,
actual or threatened, from the United States Environmental Protection Agency, Occupational Safety and Health Administration, the State of Indiana Environmental Protection Agency or other federal,
state, or local agency or authority, or any other entity or individual, concerning (i) any Hazardous Substance and the Premises; (ii) the imposition of any lien on the Leased Premises,
or (iii) any alleged violation of or responsibility under any Environmental Law.

Landlord
shall provide to Tenant a copy of the Phase I Environmental Assessment dated                        and the associated Reliance
Letter dated                        attached hereto and
incorporated herein asExhibit E. Within thirty (30) days after the expiration of the Lease Term, Tenant shall commission, at Tenant sole
cost and expense, a new Phase I Environmental Assessment addressing the then current condition of the Premises, and within thirty (30) days thereafter Tenant shall provide to Landlord a copy of
such new Phase I Environmental Assessment and any associated Reliance Letter (if applicable).

To
the best of Landlord's knowledge, neither Landlord nor any previous owner or Tenant, released or discharged on, under, in, or about the Premises, the Building, or any property
adjacent thereto, or

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transported any Hazardous Substance to or from the Premises and/or the Building, or any property adjacent thereto. Landlord shall not cause or knowingly permit the presence, use, generation, release,
discharge, storage, or disposal of any Hazardous Substance on, under, in, or about, or in the transportation of any Hazardous Substance to or from the Premises and/or the Building, or any property
adjacent thereto, in violation of any applicable laws. The Premises and/or the Building, or any property adjacent thereto, is not in violation of any Applicable Law. Tenant shall not be liable for the
removal and/or disposal of any Hazardous Substance, including, without limitation, any Hazardous Substance used in the construction of the Premises and or the Building which, now or in the future, may
violate Applicable Law (as hereinafter defined).

37.SignageTenant shall be permitted to place its corporate identification on
the
Premises and on a monument sign in front of the Premises (the "Signs"). The exact design, size, location, installation and
specifications for such Signs are subject to local sign ordinances and Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.

38.Space Availability Notification.Landlord shall use its best efforts to
notify
Tenant of the availability of additional space in Eaglepoint Business Park, and Tenant shall use its best efforts to notify Landlord of its need for additional space in Eaglepoint Business Park.

39.Construction Warranty.Notwithstanding anything contained herein to the
contrary,
Landlord covenants and agrees that Landlord's Work will be built in accordance with the plans and specifications in EXHIBIT D, D-1, and D-2 and the Scope of Work attached
hereto, all applicable laws and regulations; that Landlord has no knowledge of a violation of an Environmental Law at the Premises; and that Landlord will repair at its sole cost and expense all
defects in workmanship and materials in the Premises (excluding improvements made by Tenant) of which Landlord has been notified within one (1) year of the Commencement Date. On the
Commencement Date, the building services systems will be in good electrical, mechanical and operating condition (including without limitation the HVAC systems, foundation, slab, and other structural
components, the roof, roof membrane, roof drains, plumbing, walls, doors, windows, and electrical systems). Landlord also shall provide to Tenant the benefit of any and all warranties and guarantees
of the contractor, subcontractors, installers, suppliers and manufacturers during said one (1) year warranty period and for the longer warranty periods applicable to other systems, subject in
each case to any limitations and exclusions set forth therein. However, the foregoing shall not limit Landlord's responsibilities for maintenance, repair and replacement of those repair items set
forth in Section 11 of this Lease, nor limit Landlord's obligations set forth in Section 2 of this Lease.

40.Memorandum of Lease.If requested by Tenant, Landlord shall execute and
deliver a
memorandum of lease in a mutually acceptable form in order to give notice of this Lease; provided, however, the relations between Landlord and Tenant with respect to the Premises shall be governed
solely by the provisions of this Lease and not by any such memorandum of lease. The cost of recording such memorandum of lease shall be paid by Tenant.

41.Without Utilities.Notwithstanding anything to the contrary contained in
the Lease
in the event that Tenant is without any of its utility services at any time that is thirty (30) days after the Fixturing Occupancy Date due to any act or omission of Landlord, or Landlord's
contractors, agents, representatives, employees or invitees at any time that is thirty (30) days after the Fixturing Occupancy Date, then Tenant shall be entitled to one day of abatement of
Basic Rent and Additional Rent for each day on which such interruption of services occurs.

42.Legal Expenses.In the event that either party institutes an action or
proceeding
against the other party with respect to the violation of any of the terms hereof, or with respect to a declaration of rights hereunder, or intervenes in any suit in which the other is a party to
enforce or protect its interests or rights hereunder, the prevailing party shall be entitled to all costs and expenses, including, reasonable attorneys' fees, incurred in such actions or proceedings,
and in any appeal in connection

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therewith by such prevailing party and if such prevailing party shall recover judgment in any such action, proceeding, or appeal, such costs, expenses, and attorneys' fees shall be included in and as
part of such judgment.

Signature
page to follow.

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IN
WITNESS WHEREOF, Landlord and Tenant hereto have each caused this Lease to be duly executed and delivered in their respective names and behalfs as of the day and year first above
written.

| |  | LANDLORD:
EAGLEPOINT PARTNERS TWO, LLCan Indiana limited liability company
| |  | --------------------------------------------------------------------------
| |  | By:                                                                       
| |  |                                                                           
| |  | Printed:                                                                  
| |  | Title:                                                                    
| |  | TENANT:
GUITAR CENTER STORES, INC.a(n) Delaware corporation               
| |  | By:                                                                       
| |  |                                                                           
| |  | Printed:                                                                  
| |  |                                                                           
| |  | Title:                                                                    
| |  |                                                                           

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