**Exhibit10.41****FORM OF INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (“Agreement”) is made as of ___, 2008 (the“Effective Date”) by and between Grubb & Ellis Company, a Delaware corporation (the“Company”), and ___who serves as a director and/or officer of the Company(“Indemnitee”).     WHEREAS, highly competent persons have become more reluctant to serve corporations asdirectors or officers unless they are provided with adequate protection through insurance and/orindemnification against the risks of claims being asserted against them arising out of theirservice to and activities on behalf of such corporations; and     WHEREAS, the board of directors of the Company (the “Board”) has determined that, inorder to help attract and retain qualified individuals as directors and officers, the bestinterests of the Company and its investors will be served by attempting to maintain, on an ongoingbasis, at the Company’s sole expense, insurance to protect persons serving the Company and itssubsidiaries as directors or officers from certain liabilities. Although the furnishing of suchinsurance has been a customary and widespread practice among United States-based corporations andother business enterprises for many years, the Company believes that, given current marketconditions and trends, such insurance may be available to it in the future only at higher premiumsand with more exclusions. At the same time, directors and officers in service to corporations orbusiness enterprises are being increasingly subjected to expensive and time-consuming litigation;and     WHEREAS, the Board has determined that, in order to help attract and retain qualifiedindividuals as directors and officers, the best interests of the Company and its investors will beserved by assuring such individuals that the Company will indemnify them to the maximum extentpermitted by law; and     WHEREAS, the Certificate of Incorporation (the “Certificate of Incorporation”) of theCompany permit, and the By-Laws (the “By-Laws”) of the Company permit, indemnification ofthe officers and directors of the Company, and Indemnitee may also be entitled to indemnificationpursuant to the Delaware General Corporation Law (“DGCL”); and     WHEREAS, the Certificate of Incorporation, the By-Laws and the DGCL expressly provide that theindemnification provisions set forth therein are not exclusive, and thereby contemplate thatcontracts may be entered into between the Company and its directors and officers with respect toindemnification and the advancement of defense costs; and     WHEREAS, the Board has determined that the increased difficulty in attracting and retainingsuch persons is detrimental to the best interests of the Company’s investors
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and that the Company should act to assure such persons that there will be increased certaintyof such protection in the future; and     WHEREAS, it therefore is reasonable, prudent and necessary for the Company contractually toobligate itself to indemnify, and to advance defense costs on behalf of, such persons to thefullest extent permitted by applicable law so that they will serve or continue to serve the Companyfree from undue concern that they will not be so indemnified; and     WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate ofIncorporation, By-Laws and any resolutions adopted pursuant thereto, and shall not be deemed asubstitute therefore, nor shall it be deemed to diminish or abrogate any rights of Indemniteethereunder; and     WHEREAS, the Board recognizes that the Indemnitee does not regard the protection availableunder the Company’s Certificate of Incorporation, the By-Laws and insurance program as adequate inthe present circumstances, and may not be willing to serve or continue to serve as a director,officer or in such other capacity as the Company may request without adequate protection, and theCompany desires Indemnitee to serve in such capacity; and     WHEREAS, Indemnitee is willing to serve, and continue to serve, as a member of the Board (andany committee thereof) or as an officer of the Company, on the condition that he or she beindemnified as provided for herein.     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, theCompany and Indemnitee do hereby covenant and agree as follows:     1. **Services to the Company.**Indemnitee will serve or continue to serve, at the will of theCompany, as a director or officer of the Company for so long as Indemnitee is duly elected orappointed or until Indemnitee tenders his or her resignation. This Agreement shall not serve as abinding commitment on the part of Indemnitee to continue to serve in such capacity, or on the partof the Company to cause him or her to be nominated to successive terms as a director or officer orto not otherwise be removed for cause or without cause, as permitted under law.     2. **Definitions.**As used in this Agreement:          (a) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 issuedunder the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person becominga Beneficial Owner by reason of the stockholders of the Company approving a merger of the Companywith another entity.          (b) A “Change in Control” shall be deemed to occur upon the earliest to occur afterthe date of this Agreement of any of the following events:
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               (i) Acquisition of Stock by Third Party. Following the initial public offering of theCompany’s securities, any Person (as defined below, but excluding any subsidiary or employeebenefit plan of the Company), subsequent to the date of this Agreement, becomes the BeneficialOwner, directly or indirectly, of securities of the Company representing thirty-five percent (35%)or more of the combined voting power of the Company’s then outstanding securities entitled to votegenerally in the election of directors, unless (1) the change in the relative Beneficial Ownershipof the Company’s securities by any Person results solely from a reduction in the aggregate numberof outstanding shares of securities entitled to vote generally in the election of directors, or (2)such acquisition was approved in advance by the Continuing Directors (as defined below) and suchacquisition would not constitute a Change in Control under part (iii) of this definition;               (ii) Change in Board of Directors. Individuals who, as of the date hereof, constitutethe Board, and any new director whose election by the Board or nomination for election by theCompany’s stockholders was approved by a vote of at least two thirds of the directors then still inoffice who were directors on the date hereof or whose election for nomination for election waspreviously so approved (collectively, the “Continuing Directors”), cease for any reason toconstitute at least a majority of the members of the Board;               (iii) Corporate Transactions. The effective date of a reorganization, merger orconsolidation of the Company (a “Business Combination”), in each case, unless, followingsuch Business Combination: (1) all or substantially all of the individuals and entities who werethe Beneficial Owners of securities entitled to vote generally in the election of directorsimmediately prior to such Business Combination beneficially own, directly or indirectly, more than51% of the combined voting power of the then outstanding securities entitled to vote generally inthe election of directors of the Company resulting from such Business Combination (including,without limitation, a corporation which as a result of such transaction owns the Company or all orsubstantially all of the Company’s assets either directly or through one or more Subsidiaries) insubstantially the same proportions as their ownership, immediately prior to such BusinessCombination, of the securities entitled to vote generally in the election of directors; (2) noPerson (excluding any corporation resulting from such Business Combination) is the BeneficialOwner, directly or indirectly, of 15% or more of the combined voting power of the then outstandingsecurities entitled to vote generally in the election of directors of such corporation except tothe extent that such ownership existed prior to the Business Combination; and (3) at least amajority of the Board resulting from such Business Combination were Continuing Directors at thetime of the execution of the initial agreement, or of the action of the Board, providing for suchBusiness Combination;               (iv) Liquidation. The approval by the stockholders of the Company of a completeliquidation of the Company or an agreement or series of agreements for the sale or disposition bythe Company of all or substantially all of the Company’s assets, other than factoring the Company’scurrent receivables or escrows due
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(or, if such approval is not required, the decision by the Board to proceed with such aliquidation, sale, or disposition in one transaction or a series of related transactions); or               (v) Other Events. There occurs any other event of a nature that would be required tobe reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to anysimilar item on any similar schedule or form) promulgated under the Exchange Act (as definedbelow), whether or not the Company is then subject to such reporting requirement.          (c) “Corporate Status” shall describe the status of a person who is or was a director,officer, trustee, partner, member, fiduciary, employee or agent of the Company or of any otherEnterprise (as defined below), which such person is or was serving at the request of the Company.          (d) “Disinterested Director” shall mean a director of the Company who is not and wasnot a party to the Proceeding (as defined below) in respect of which indemnification is sought byIndemnitee.          (e) “Enterprise” shall mean any corporation, limited liability company, partnership,joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or wasserving at the request of the Company as a director, officer, trustee, administrator, partner,member, fiduciary, employee or agent.          (f) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.          (g) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees of experts and accountants, witness fees, travel expenses, duplicatingcosts, printing and binding costs, telephone charges, postage, delivery service fees, and all otherdisbursements or expenses of the types and amounts customarily incurred in connection withprosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be awitness in, or otherwise participating in, a Proceeding (as defined below). Expenses also shallinclude costs incurred in connection with any appeal resulting from any Proceeding (as definedbelow), including, without limitation, the premium, security for, and other costs relating to anybond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall notinclude amounts paid in settlement by Indemnitee or the amount of judgments or fines againstIndemnitee.          (h) “Independent Counsel” shall mean a law firm, or a member of a law firm, that isexperienced in matters of corporation law and neither presently is, nor in the past five (5) yearshas been, retained to represent: (i) the Company or Indemnitee in any matter material to eithersuch party (other than with respect to matters concerning the Indemnitee under this Agreement, orother indemnitees under similar indemnification agreements), or (ii) any other party to theProceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,the term “Independent
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Counsel” shall not include any person who, under the applicable standards of professionalconduct then prevailing, would have a conflict of interest in representing either the Company orIndemnitee in an action to determine Indemnitee’s rights under this Agreement.          (i) References to “fines” shall include any excise tax assessed on a person withrespect to any employee benefit plan pursuant to applicable law.          (j) References to “serving at the request of the Company” shall include any serviceprovided at the request of the Company as a director, officer, trustee, administrator, partner,member, fiduciary, employee or agent of the Company which imposes duties on, or involves servicesby, such director, officer, trustee, administrator, partner, member, fiduciary, employee or agentwith respect to an employee benefit plan, its participants or beneficiaries.          (k) “Person” shall have the meaning set forth in Sections 13(d) and 14(d) of theExchange Act; provided, however, that Person shall exclude (i) the Company and (ii) any trustee orother fiduciary holding securities under an employee benefit plan of the Company or a subsidiary ofthe Company.          (l) Any action taken or omitted to be taken by a person for a purpose which he or shereasonably believed to be in the interests of the participants and beneficiaries of an employeebenefit plan shall be deemed to have been taken in “good faith” and for a purpose which is“not opposed to the best interests of the Company”, as such terms are referred to in thisAgreement and used in the DGCL.          (m) The term “Proceeding” shall include any threatened, pending or completed action,suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrativehearing or any other actual, threatened or completed proceeding, whether brought in the right ofthe Company or otherwise and whether of a civil, criminal, administrative or investigative nature,including any related appeal, in which Indemnitee was, is or will be involved as a party or witnessor otherwise by reason of the fact that Indemnitee is or was a director, officer, trustee,administrator, partner, member, fiduciary, employee or agent of the Company, by reason of anyaction taken or not taken by him or her while acting as director, officer, trustee, administrator,partner, member, fiduciary, employee or agent of the Company, or by reason of the fact that he orshe is or was serving at the request of the Company as a director, officer, trustee, administrator,partner, member, fiduciary, employee or agent of any other Enterprise, in each case whether or notserving in such capacity at the time any liability or expense is incurred for whichindemnification, reimbursement, or advancement of expenses can be provided under this Agreement.     3. **Indemnity in Third-Party Proceedings.**The Company shall indemnify and hold harmlessIndemnitee in accordance with the provisions of this Section 3 if Indemnitee is made, or isthreatened to be made, a party to or a participant in (as a witness or otherwise) any Proceeding,other than a Proceeding by or in the right of the Company to procure a judgment in
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its favor. Pursuant to this Section 3, Indemnitee shall be indemnified and held harmlessagainst all judgments, fines, penalties, amounts paid in settlement (if such settlement is approvedin writing in advance by the Company, which approval shall not be unreasonably withheld)(including, without limitation, all interest, assessments and other charges paid or payable inconnection with or in respect of any of the foregoing) (collectively, “Losses”) andExpenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection withsuch Proceeding or any action, discovery event, claim, issue or matter therein or related thereto,if Indemnitee acted in good faith, for a purpose which he or she reasonably believed to be in ornot opposed to the best interests of the Company and, in the case of a criminal Proceeding, inaddition, had no reasonable cause to believe that his or her conduct was unlawful.     4. **Indemnity in Proceedings by or in the Right of the Company.**The Company shall indemnifyIndemnitee in accordance with the provisions of this Section 4 if Indemnitee is made, or isthreatened to be made, a party to or a participant in (as a witness or otherwise) any Proceeding byor in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4,Indemnitee shall be indemnified and held harmless against all Expenses actually and reasonablyincurred by him or her or on his or her behalf in connection with the defense or settlement of suchProceeding or any action, discovery event, claim, issue or matter therein or related thereto, ifIndemnitee acted in good faith, for a purpose which he or she reasonably believed to be in or notopposed to the best interests of the Company. No indemnification, however, shall be made underthis Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have beenadjudged to be liable to the Company, unless and only to the extent that the court in which theProceeding was brought or, if no Proceeding was brought in a court, any court of competentjurisdiction, determines upon application that, in view of all the circumstances of the case,Indemnitee fairly and reasonably is entitled to indemnification for such portion of the Expenses asthe court deems proper.     5. **Indemnification for Expenses Where Indemnitee is Wholly or Partly Successful.**Notwithstanding and in addition to the provisions of Section 3 and 4 of this Agreement, to theextent that Indemnitee is a party to a Proceeding and is successful, on the merits or otherwise, inthe defense of any claim, issue or matter therein, the Company shall indemnify and hold harmlessIndemnitee against all Expenses actually and reasonably incurred by him or her or on his or herbehalf in connection with such successful defense. For the avoidance of doubt, if Indemnitee isnot wholly successful in such Proceeding but is successful, on the merits or otherwise, as to oneor more but less than all claims, issues or matters in such Proceeding, the Company shall indemnifyIndemnitee against all Expenses actually and reasonably incurred by him or her or on his or herbehalf in connection with each successfully resolved claim, issue or matter. For purposes of thisSection 5, and without limitation, the termination of any claim, issue or matter in such aProceeding by withdrawal or dismissal, with or without prejudice, shall be deemed to be asuccessful result as to such claim, issue or matter.     6. **Indemnification for Expenses of a Witness.**To the extent that Indemnitee is, by reason ofhis or her Corporate Status, a witness in or otherwise incurs Expenses in connection with anyProceeding to which Indemnitee is not a party, he or she shall be indemnified and held harmless bythe Company against all Expenses actually and reasonably incurred by him or her or on his or herbehalf in connection therewith.
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     7. **Additional Indemnification.**          (a) Notwithstanding any limitation in Sections 3, 4, or 5 hereof or in Section 145 of the DGCLor other applicable statutory provision, the Company shall indemnify Indemnitee to the fullestextent permitted by law if Indemnitee is made, or is threatened to be made, a party to anyProceeding (including a Proceeding by or in the right of the Company to procure a judgment in itsfavor) against all Losses and Expenses actually and reasonably incurred by Indemnitee in connectionwith the Proceeding, provided that no indemnification shall be made under this Section 7(a) onaccount of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to theCompany or its investors or is an act or omission not in good faith or which involves intentionalmisconduct or a knowing violation of the law.          (b) For purposes of Sections 7(a), the meaning of the phrase “to the fullest extentpermitted by law” shall include, but not be limited to:               (i) to the fullest extent authorized or permitted by the then-applicable provisions of theDGCL or other applicable statutory provision, that authorize or contemplate indemnification byagreement, or the corresponding provision of any amendment to or replacement of the DGCL or otherapplicable statutory provision, and               (ii) to the fullest extent authorized or permitted by any amendments to or replacements of theDGCL or other applicable statutory provision, adopted after the date of this Agreement thatincrease the extent to which a corporation limited liability company or partnership, as applicable,may indemnify its officers, directors or persons holding similar fiduciary responsibilities.          (c) Indemnitee shall be entitled to the prompt payment of all Expenses reasonably incurred inenforcing successfully (fully or partially) this Agreement.     8. **Contribution.**To the fullest extent permissible under applicable law, if theindemnification provided for in this Agreement is unavailable to Indemnitee in whole or in part forany reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to theamount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paidor to be paid in settlement and/or for Expenses, in connection with any claim relating to anindemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable inlight of all of the circumstances of such Proceeding in order to reflect (i) the relative benefitsreceived by the Company, on the one hand, and Indemnitee, on the other, as a result of the event(s)and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of theCompany, on the one hand (and its directors, officers, employees and agents) and Indemnitee, on theother, in connection with such event(s) and/or transaction(s).     9. **Exclusions.**Notwithstanding any provision in this Agreement, the Company shall not beobligated under this Agreement to make any indemnity in connection with any claim made againstIndemnitee:
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          (a) for which payment actually has been received by or on behalf of Indemnitee under anyinsurance policy or other indemnity provision, except with respect to any excess beyond the amountactually received under such insurance policy or other indemnity provision; or          (b) for an accounting of profits made from the purchase and sale (or sale and purchase) byIndemnitee of securities of the Company or any subsidiary of the Company within the meaning ofSection 16(b) of the Exchange Act, as amended, or similar provisions of state blue sky law, statestatutory law or common law; or          (c) prior to a Change in Control, in connection with any Proceeding (or any part of anyProceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)initiated by Indemnitee against the Company (other than any Proceeding referred to in Sections14(d) or (e) below or any other Proceeding commenced to recover any Expenses referred to in Section7(c) above) or its directors, officers, employees or other indemnitees, unless (i) the Boardauthorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) theCompany provides the indemnification, in its sole discretion, pursuant to the powers vested in theCompany under applicable law; or          (d) if the funds at issue were paid pursuant to a settlement approved by a court andindemnification would be inconsistent with any condition with respect to indemnification expresslyimposed by the court in approving the settlement.     10. **Advances of Expenses; Defense of Claim.**          (a) The Company shall advance pursuant to this Section 10(a) the Expenses incurred byIndemnitee in connection with any Proceeding within thirty (30) days after the receipt by theCompany of a written statement or statements requesting such advances from time to time, whetherprior to or after final disposition of any Proceeding. Advances shall be unsecured and interestfree. Advances shall be made without regard to Indemnitee’s ability to repay such advances.Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce suchright to receive advances. Notwithstanding any provision of this Agreement to the contrary, theIndemnitee shall be entitled to advances of Expenses incurred by him or her or on his or her behalfin connection with a Proceeding that Indemnitee claims is covered by Sections 3 and 4 hereof, priorto a final determination of eligibility for indemnification and prior to the final disposition ofthe Proceeding, upon the execution and delivery to the Company of an undertaking by or on behalf ofthe Indemnitee providing that the Indemnitee will repay such advances to the extent that itultimately is determined that Indemnitee is not entitled to be indemnified by the Company. ThisSection 10(a) shall not apply to any claim made by Indemnitee for which indemnity is excludedpursuant to Section 9.          (b) The Company will be entitled to participate in the Proceeding at its own expense.
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          (c) The Company shall not settle any action, claim or Proceeding (in whole or in part) whichwould impose any Expense, judgment, fine, penalty or limitation on the Indemnitee without theIndemnitee’s prior written consent, which consent shall not be unreasonably withheld.     11. **Procedure for Notification and Application for Indemnification.**          (a) Within sixty (60) days after the actual receipt by Indemnitee of written notice that he orshe is a party to or is requested to be a participant in (as a witness or otherwise) anyProceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding.The failure by the Indemnitee to notify the Company within such 60-day period will not relieve theCompany from any liability which it may have to Indemnitee (i) other than under this Agreement, and(ii) under this Agreement, provided that if the Company can establish that such failure to notifythe Company in a timely manner resulted in actual prejudice to the Company, then the Company willbe relieved from liability under this Agreement only to the extent of such actual prejudice.          (b) Indemnitee shall at the time of giving such notice pursuant to Section 11(a) or thereafterdeliver to the Company a written application for indemnification. Such application may bedelivered at such time as Indemnitee deems appropriate in his or her sole discretion. Followingdelivery of such a written application for indemnification by Indemnitee, the Indemnitee’sentitlement to indemnification shall be determined promptly according to Section 12(a) of thisAgreement and the outcome of such determination shall be reported to Indemnitee in writing withinforty-five (45) days of the submission of such application.     12. **Procedure Upon Application for Indemnification.**          (a) Upon written application by Indemnitee for indemnification pursuant to Section 11(b) orwritten statement by Indemnitee for advances of Expenses pursuant to Section 10(a), a determinationwith respect to Indemnitee’s entitlement thereto pursuant to the mandatory terms of this Agreement,pursuant to statute, or pursuant to other sources of right to indemnity, shall be made in thespecific case: (i) by a majority vote of the Disinterested Directors, whether or not such directorsotherwise would constitute a quorum of the Board; (ii) by a committee of Disinterested Directorsdesignated by a majority vote of such directors, whether or not such directors would otherwiseconstitute a quorum of the Board, (iii) if there are no Disinterested Directors, by IndependentCounsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (iv)by the stockholders of the Company. Indemnitee shall reasonably cooperate with the person, personsor entity making the determination with respect to Indemnitee’s entitlement to indemnification,including providing to such person, persons or entity upon reasonable advance request anydocumentation or information which is not privileged or otherwise protected from disclosure andwhich is reasonably available to Indemnitee and reasonably necessary to such determination. Anycosts or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in socooperating with the person, persons or entity making such determination shall be
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borne by the Company (irrespective of the determination as to Indemnitee’s entitlement toindemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless from anysuch costs and Expenses.          (b) If it is determined that Indemnitee is entitled to the indemnification requested by theIndemnitee in a written application submitted to the Company pursuant to Section 11(b), payment toIndemnitee shall be made within ten (10) days after such determination. All advances of Expensesrequested in a written statement by Indemnitee pursuant to Section 10(a) prior to a finaldetermination of eligibility for indemnification shall be paid in accordance with Section 10.          (c) In the event the determination of entitlement to indemnification or advancement ofExpenses is to be made by Independent Counsel pursuant to Section 12(a) hereof, the IndependentCounsel shall be selected as provided in this Section 12(c). If a Change in Control shall not haveoccurred, the Independent Counsel shall be selected by the Board, and the Company shall givewritten notice to Indemnitee advising him or her of the identity of the Independent Counsel soselected. If a Change in Control shall have occurred, the Independent Counsel shall be selected byIndemnitee (unless Indemnitee shall request that such selection be made by the Board, in whichevent the preceding sentence shall apply), and Indemnitee shall give written notice to the Companyadvising it of the identity of the Independent Counsel so selected. In either event, Indemnitee orthe Company, as the case may be, may, within ten (10) days after such written notice of selectionshall have been received, deliver to the Company or to Indemnitee, as the case may be, a writtenobjection to such selection; provided, however, that such objection may be asserted only on theground that the Independent Counsel so selected does not meet the requirements of “IndependentCounsel” as defined in Section 2 of this Agreement, and the objection shall set forth withparticularity the factual basis of such assertion. Absent a proper and timely objection, theperson so selected shall act as Independent Counsel. If a written objection is made andsubstantiated, the Independent Counsel so selected may not serve as Independent Counsel unless anduntil such objection is withdrawn or a court of competent jurisdiction has determined that suchobjection is without merit. If, within twenty (20) days after submission by Indemnitee of awritten request for advancement of Expenses or indemnification pursuant to Section 10(a) or 11(b)hereof, no Independent Counsel shall have been selected and not objected to, either the Company orIndemnitee may petition a court of competent jurisdiction for resolution of any objection whichshall have been made by the Company or Indemnitee to the other’s selection of Independent Counseland/or for the appointment as Independent Counsel of a person selected by the court or by suchother person as the court shall designate, and the person with respect to whom all objections areso resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof.          (d) The Company shall pay the reasonable fees and expenses of the Independent Counsel and tofully indemnify such Independent Counsel against any and all Expenses, claims, liabilities anddamages arising out of or relating to this Agreement or its engagement pursuant hereto.
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          (e) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section14(a) of this Agreement, any Independent Counsel shall be discharged and relieved of any furtherresponsibility in such capacity (subject to the applicable standards of professional conduct thenprevailing).     13. **Presumptions and Effect of Certain Proceedings.**          (a) Presumption in Favor of Indemnitee. In making a determination with respect toentitlement to indemnification or advancement of Expenses hereunder, the person or persons orentity making such determination shall presume that Indemnitee is entitled to indemnification oradvancement of Expenses under this Agreement if Indemnitee has submitted an application foradvancement of Expenses in accordance with Section 10(a) of this Agreement or indemnification inaccordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof toovercome that presumption.          (b) No Presumption Against Indemnitee. Neither the failure of the Company (includingby its directors or Independent Counsel) to have made a determination prior to the commencement ofany action pursuant to this Agreement nor an actual determination by the Company (including by itsdirectors or Independent Counsel) that Indemnitee has not met the applicable standard of conductfor indemnification shall be a defense to the action or create a presumption that Indemnitee hasnot met the applicable standard of conduct.          (c) Sixty Day Period for Determination. If the person, persons or entity empowered orselected under Section 12 of this Agreement to determine whether Indemnitee is entitled toindemnification or advancement of Expenses shall not have made a determination within sixty (60)days after receipt by the Company of an application therefor, a determination of entitlement toindemnification or advancement of Expenses shall be deemed to have been made and Indemnitee shallbe entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, oran omission of a material fact necessary to make Indemnitee’s statement not materially misleading,in connection with the application for indemnification or advancement of Expenses, or (ii) aprohibition of such indemnification under applicable law; provided, however, that such 60-dayperiod may be extended for a reasonable time, not to exceed an additional thirty (30) days, if theperson, persons or entity making the determination with respect to entitlement to indemnificationin good faith requires such additional time for the obtaining or evaluating of documentation and/orinformation relating thereto.          (d) No Presumption from Termination of a Proceeding. The termination of anyProceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,or upon a plea of nolo contendere, or its equivalent, shall not of itself adversely affect theright of Indemnitee to indemnification or create a presumption that Indemnitee did not act in goodfaith and for a purpose which he or she reasonably believed to be in or not opposed to the bestinterests of the Company or, with
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respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that hisor her conduct was unlawful.          (e) Reliance as Safe Harbor. For purposes of any determination of good faith,Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action or failure to act isbased on the records or books of account of the Company or any Enterprise other than the Company,including financial statements, or on information supplied to Indemnitee by the officers of theCompany or any Enterprise other than the Company in the course of their duties, or on the advice oflegal counsel for the Company or any Enterprise other than the Company or on information or recordsgiven or reports made to the Company or any Enterprise other than the Company by an independentcertified public accountant or by an appraiser or other expert selected by the Company or anyEnterprise other than the Company, except if the Indemnitee knew or had reason to know that suchrecords or books of account of the Company, information supplied by the officers of the Company,advice of legal counsel or information or records given or reports made by an independent certifiedpublic accountant or by an appraiser or other expert were materially false or materiallyinaccurate. The provisions of this Section 13(e) shall not be deemed to be exclusive or to limitin any way the other circumstances in which the Indemnitee may be deemed or found to have met anyapplicable standard of conduct.          (f) Actions of Others. The knowledge and/or actions, or failure to act, of any otherdirector, officer, trustee, administrator, partner, member, fiduciary, employee or agent of theCompany or any Enterprise other than the Company shall not be imputed to Indemnitee for purposes ofdetermining the right to indemnification under this Agreement.     14. **Remedies of Indemnitee.**          (a) Adjudication/Arbitration. In the event that (i) a determination is made pursuantto Section 12 of this Agreement that Indemnitee is not entitled to indemnification under thisAgreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of thisAgreement, (iii) subject to Section 13(b), no determination of entitlement to indemnification shallhave been made pursuant to Section 12(a) of this Agreement within 60 days after receipt by theCompany of the application for indemnification, or (iv) payment of indemnification is not madepursuant to Sections 3, 4, 5, 6, 7 and 12(b) of this Agreement within ten (10) days after adetermination has been made that Indemnitee is entitled to indemnification, or after receipt by theCompany of a written request for any additional monies owed with respect to a Proceeding as towhich it already has been determined that Indemnitee is entitled to indemnification, Indemniteeshall be entitled to an adjudication by a court of his or her entitlement to such indemnificationor advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award inarbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules ofthe American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek anysuch adjudication or award in arbitration.
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          (b) Indemnitee Not Prejudiced by Prior Adverse Determination. In the event that adetermination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee isnot entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to thisSection 14 shall be conducted in all respects as a de novo trial, or arbitration, on themerits, and Indemnitee shall not be prejudiced by reason of the prior adverse determination. Inany judicial proceeding or arbitration commenced pursuant to this Section 14, the Company shallhave the burden of proving Indemnitee is not entitled to indemnification or advancement ofExpenses, as the case may be.          (c) Company Bound by Prior Determination. If a determination shall have been madepursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, theCompany shall be bound by such determination in any judicial proceeding or arbitration commencedpursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or anomission of a material fact necessary to make Indemnitee’s statement not materially misleading, inconnection with the application for indemnification, or (ii) a prohibition of such indemnificationunder applicable law.          (d) Expenses. In the event that Indemnitee, pursuant to this Section 14, seeks ajudicial adjudication of or an award in arbitration to enforce his or her rights under, or torecover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from theCompany, and shall be jointly and severally indemnified by the Company against, any and allExpenses actually and reasonably incurred by him or her in such judicial adjudication orarbitration if it shall be determined in such judicial adjudication or arbitration that Indemniteeis entitled to receive all or part of the indemnification or advancement of Expenses sought whichthe Company had disputed prior to the commencement of the judicial proceeding or arbitration.          (e) Advances of Expenses. If requested by Indemnitee, the Company shall (within ten(10) days after receipt by the Company of a written request therefore) advance to Indemnitee theExpenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitrationbrought by Indemnitee for indemnification or advance of Expenses from the Company under thisAgreement or under any directors’ and officers’ liability insurance policies maintained by theCompany, if the Indemnitee has submitted an undertaking to repay such Expenses if Indemniteeultimately is determined to not be entitled to such indemnification, advancement of Expenses orinsurance recovery, as the case may be. The Indemnitee’s financial ability to repay any suchadvances shall not be a basis for the Company to decline to make such advances.          (f) Precluded Assertions by the Company. The Company shall be precluded fromasserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that theprocedures and presumptions of this Agreement are not valid, binding and enforceable and shallstipulate in any such court or before any such arbitrator that the Company is bound by all theprovisions of this Agreement.
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     15. **Non-exclusivity; Survival of Rights; Insurance; Subrogation.**          (a) Rights of Indemnitee Not Exclusive. The rights of indemnification and to receiveadvancement of Expenses as provided by this Agreement shall not be deemed exclusive of any otherrights to which Indemnitee may at any time be entitled under applicable law, the Certificate ofIncorporation, or the By-Laws, any agreement, vote of investors or a resolution of directors,members, partners, or otherwise. No right or remedy herein conferred by this Agreement is intendedto be exclusive of any other right or remedy, and every other right and remedy shall be cumulativeand in addition to every other right and remedy given hereunder or now or hereafter existing at lawor in equity or otherwise. The assertion or employment of any right or remedy hereunder, orotherwise, shall not prevent the concurrent or subsequent assertion or employment of any otherright or remedy.          (b) Survival of Rights. No amendment, alteration or repeal of this Agreement or ofany provision hereof shall limit or restrict any right of Indemnitee under this Agreement inrespect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior tosuch amendment, alteration or repeal.          (c) Change of Law. To the extent that a change in Delaware law, whether by statute orjudicial decision, permits greater indemnification or advancement of Expenses than would beafforded currently under the Certificate of Incorporation or the By-Laws, or this Agreement, it isthe intent of the parties hereto that Indemnitee shall enjoy and be conferred by this Agreement thegreater benefits so afforded by such change.          (d) Insurance. To the extent that the Company maintains an insurance policy orpolicies providing liability insurance for directors, officers, trustees, administrators partners,members, fiduciaries, employees, or agents of the Company or of any other Enterprise which suchperson serves at the request of the Company, Indemnitee shall be covered by such policy or policiesin accordance with its or their terms to the maximum extent of the coverage available for any suchdirector, trustee, partner, member, fiduciary, officer, employee or agent under such policy orpolicies. If, at the time the Company receives notice from any source of a Proceeding as to whichIndemnitee is a party or a participant (as a witness or otherwise) the Company has director andofficer liability insurance in effect that covers Indemnitee, the Company shall give prompt noticeof such Proceeding to the insurers in accordance with the procedures set forth in the respectivepolicies. The Company shall thereafter take all necessary or desirable action to cause suchinsurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding inaccordance with the terms of such policies.          (e) Subrogation. In the event of any payment under this Agreement, the Company, shallbe subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, whoshall execute all papers required and take all action
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necessary to secure such rights, including execution of such documents as are necessary toenable the Company to bring suit to enforce such rights.          (f) Other Payments. The Company shall not be liable under this Agreement to make anypayment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) if andto the extent that Indemnitee has otherwise actually received such payment under any insurancepolicy, contract, agreement or otherwise.          (g) Other Indemnification. The Company’s obligation to indemnify or advance Expenseshereunder to Indemnitee who is or was serving at the request of the Company as a director, officer,trustee, administrator partner, member, fiduciary, employee or agent of any other Enterprise shallbe reduced by any amount Indemnitee has actually received as indemnification or advancement ofexpenses from such Enterprise.     16. **Duration of Agreement.**This Agreement shall continue until and terminate upon the laterof: (a) six (6) years after the date that Indemnitee shall have ceased to serve as any of thefollowing: a director, officer, agent or employee of the Company or as a director, officer,trustee, administrator partner, member, fiduciary, employee or agent of any other corporation,partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemniteeserved at the request of the Company; or (b) one (1) year after the final termination of anyProceeding (including after the expiration of any rights of appeal) then pending in respect ofwhich Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and ofany proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement (including anyrights of appeal of any Proceeding commenced pursuant to Section 14). This Agreement shall bebinding upon the Company and its respective successors and assigns and shall inure to the benefitof Indemnitee and his or her heirs, executors and administrators.     17. **Severability.**If any provision or provisions of this Agreement shall be held to beinvalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality andenforceability of the remaining provisions of this Agreement (including, without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way beaffected or impaired thereby and shall remain enforceable to the fullest extent permitted by law;(b) such provision or provisions shall be deemed reformed to the extent necessary to conform toapplicable law and to give the maximum effect to the intent of the parties hereto; and (c) to thefullest extent possible, the provisions of this Agreement (including, without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as togive effect to the intent manifested thereby.     18. **Enforcement.**          (a) The Company expressly confirms and agrees that it has entered into this Agreement andassumed the obligations imposed on it hereby in order to induce
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Indemnitee to serve, or to continue to serve, as a director or officer of the Company, and theCompany acknowledges that Indemnitee is relying upon this Agreement in serving or continuing toserve as a director or officer of the Company.          (b) This Agreement constitutes the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements and understandings, oral, written andimplied, between the parties hereto with respect to the subject matter hereof.     19. **Modification and Waiver.**No supplement, modification or amendment of this Agreement shallbe binding unless executed in writing by each of the parties hereto. No waiver of any of theprovisions of this Agreement shall be deemed or shall constitute a waiver of any other provisionsof this Agreement nor shall any waiver constitute a continuing waiver.     20. **Successors and Binding Agreement.**          (a) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation, reorganization or otherwise) and any acquiror of all or substantially all of thebusiness or assets of the Company by agreement in form and substance reasonably satisfactory toIndemnitee and/or his or her counsel, expressly to assume and agree to perform this Agreement inthe same manner and to the same extent the Company would be required to perform it if no suchsuccession had taken place.          (b) This Agreement will be binding upon and inure to the benefit of the Company and anysuccessor to the Company, including, without limitation, any person acquiring directly orindirectly all or substantially all of the business or assets of the Company whether by purchase,merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemedthe “Company” for purposes of this Agreement), but will not otherwise be assignable or delegatableby the Company.          (c) This Agreement will inure to the benefit of and be enforceable by the Indemnitee’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,legatees and other successors.          (d) This Agreement is personal in nature and neither of the parties hereto will, without theconsent of the other, assign or delegate this Agreement or any rights or obligations hereunderexcept as expressly provided in Sections 20(a), (b) and (c). Without limiting the generality oreffect of the foregoing, Indemnitee’s right to receive payments hereunder will not be assignable,whether by pledge, creation of a security interest or otherwise, other than by a transfer by theIndemnitee’s will, devise, a grantor’s trust instrument under which the Indemnitee or his estate isthe sole beneficiary, or by the laws of descent and distribution, and, in the event of anyattempted assignment or transfer contrary to this Section 20(d), the Company will have no liabilityto pay any amount so attempted to be assigned or transferred.
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     21. **Notices.**All notices, requests, demands and other communications under this Agreementshall be in writing and shall be deemed to have been duly given if: (i) delivered by hand andreceipted for by the party to whom said notice or other communication shall have been directed, onthe date of such receipt, or (ii) mailed by certified or registered mail with postage prepaid, onthe third business day after the date on which it is so mailed:          (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, orsuch other address as Indemnitee subsequently shall provide in writing to the Company.          (b) If to the Company to:Grubb & Ellis Company