##### 



llp
 SPACE ABOVE THIS LINE RESERVED FOR RECORDERS USE




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Deed of Trust, Assignment, Security Agreement and Fixture Filing
 
 
 Grantor Initial Trustee Beneficiary
 Recitals
  Grants and Agreements
  Definitions
  -1-




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Accessories
 Accelerating Transfer Section 5.2
 Accounts
 Additions
 Beneficiary
 Claim
 Condemnation
 Condemnation Awards
 Deed of Trust
 Default
 Design and Development Documents
 -2-




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Encumbrance
 Environmental Agreement
 Event of Default Article VI Article VI
 Expenses
 Governmental Authority
 Guarantor
 Improvements
 Insurance Proceeds
 -3-




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Land
 Laws
 Leases
 Letter of Credit
 Lien
 Loan
 Loan Agreement
 Loan Documents
 Note
 Notice Section 9.8
 -4-




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Obligations excluding however
 Permitted Encumbrances
 Person
 Personalty
 -5-




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Proceeds
 Property
 Property Assessments
 Real Property
 Refinancing Commitment
 Rents
 -6-




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Repayment Guaranty
 State
 Swap Contract
 Taxes
 Transfer
 Trustee
 Granting Clauses; Condition of Grant
 Conveyances and Security Interests
  -7-




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Absolute Assignment of Leases and Rents
  Security Agreement, Fixture Filing and Financing Statement
  -8-




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Reconveyance of Deed of Trust and Termination of Assignments and Financing
Statements
 Section 2.2
 Representations and Warranties
  Title to Real Property
  Title to Other Property
  -9-




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Property Assessments
  Independence of the Real Property
  Existing Improvements
  Leases and Tenants
  Affirmative Covenants
 Obligations
  Property Assessments; Documentary Taxes
  -10-




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Permitted Contests
  Compliance with Laws
  Maintenance and Repair of the Property
  Additions to Security
  -11-




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Subrogation; Vendors/Purchase Money Lien
  Leases
    Negative Covenants
 Encumbrances
  -12-




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Transfer of the Property
       -13-




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TIC Agreement Transfer
 Change of Control PURSUANT TO SECTION 5.2 OF THE DEED OF
TRUST, A RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF BENEFICIARYS RECEIPT OF THIS
WRITTEN NOTICE. PURSUANT TO SECTION 5.2 OF THE DEED OF TRUST, THE MATTER DESCRIBED
HEREIN SHALL BE DEEMED APPROVED IF BENEFICIARY DOES NOT RESPOND TO THE CONTRARY WITHIN FIVE (5)
BUSINESS DAYS OF BENEFICIARYS RECEIPT OF THIS WRITTEN NOTICE.
 Removal, Demolition or Alteration of Accessories and Improvements
  -14-




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Additional Improvements
  Restrictive Covenants, Zoning, etc
  Events of Default
  Payment Obligations
  Transfers
  -15-




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Other Obligations
  Event of Default Under Other Loan Documents
  Default Under Other Lien Documents
  Execution; Attachment
  Rights and Remedies
  Acceleration
  -16-




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Foreclosure
  -17-




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Judicial Action
  Collection of Rents
  -18-




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Taking Possession or Control of the Property
 Section 7.4
 Management of the Property
 Section 7.5
 -19-




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Uniform Commercial Code
  Application of Proceeds
 Article VII
 Other Remedies
  Trustee
 Liability of Trustee
 WITHOUT LIMITATION, THE FOREGOING
LIMITATIONS OF LIABILITY SHALL APPLY TO TRUSTEE WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART
ARE
 -20-




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CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE
(WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF TRUSTEE. HOWEVER, SUCH
INDEMNITIES SHALL NOT APPLY TO TRUSTEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS
CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUSTEE
 Indemnification of Trustee
 WITHOUT LIMITATION, THE FOREGOING
INDEMNITIES SHALL APPLY TO TRUSTEE WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY
OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE,
COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF TRUSTEE. HOWEVER, SUCH INDEMNITIES SHALL NOT
APPLY TO TRUSTEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT
OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUSTEE
 -21-




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Substitution of Trustee; Multiple Trustees
  Miscellaneous
 Rights, Powers and Remedies Cumulative
  No Waiver by Beneficiary or Trustee
  -22-




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Waivers and Agreements Regarding Remedies
     -23-




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Successors and Assigns
  No Warranty by Beneficiary
  Amendments
  Severability
  Notices
  -24-




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Joint and Several Liability
 Joint Borrower Provisions
 Rules of Construction
  -25-




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Governing Law
 Maximum Amount applicable Law
 Entire Agreement
  THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF
 -26-




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PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
 THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 [Signatures on following pages]
 -27-




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##### 



GRANTOR:NNN WESTERN PLACE, LLC, 
a Delaware limited liability companyBy:
    NNN Western Place Manager, LLC, a Delaware limited liability company, its ManagerBy:
    Grubb & Ellis Realty Investors, LLC, a Virginia limited liability company, its ManagerBy:
    /s/ Jeffrey T. HansonName:
    Jeffrey T. HansonTitle:
    Chief Investment OfficeNNN WESTERN PLACE 1, LLC, 
a Delaware limited liability companyBy:
    Grubb & Ellis Realty Investors, LLC, 
a Virginia limited liability company, 
its Vice PresidentBy:
    /s/ Jeffrey T. HansonName:
    Jeffrey T. HansonTitle:
    Chief Investment OfficerNNN WESTERN PLACE 2, LLC, 
a Delaware limited liability companyBy:
    Grubb & Ellis Realty Investors, LLC, 
a Virginia limited liability company, 
its Vice PresidentBy:
    /s/ Jeffrey T. HansonName:
    Jeffrey T. HansonTitle:
    Chief Investment Officer S-1




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##### 



NNN WESTERN PLACE 3, LLC,
a Delaware limited liability companyBy:
    Grubb & Ellis Realty Investors, LLC,
 a Virginia limited liability company,
 its Vice PresidentBy:
    /s/ Jeffrey T. HansonName:
    Jeffrey T. HansonTitle:
    Chief Investment OfficerNNN WESTERN PLACE 4, LLC, 
a Delaware limited liability companyBy:
    Grubb & Ellis Realty Investors, LLC, 
a Virginia limited liability company,
 its Vice PresidentBy:
    /s/ Jeffrey T. HansonName:
    Jeffrey T. HansonTitle:
    Chief Investment OfficerNNN WESTERN PLACE 5, LLC, 
a Delaware limited liability companyBy:
    Grubb & Ellis Realty Investors, LLC, 
a Virginia limited liability company,
 its Vice PresidentBy:
    /s/ Jeffrey T. HansonName:
    Jeffrey T. HansonTitle:
    Chief Investment OfficerNNN WESTERN PLACE 6, LLC, 
a Delaware limited liability companyBy:
    Grubb & Ellis Realty Investors, LLC, 
a Virginia limited liability company, 
its Vice PresidentBy:
    /s/ Jeffrey T. HansonName:
    Jeffrey T. HansonTitle:
    Chief Investment Officer S-2




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##### 



NNN WESTERN PLACE 7, LLC, 
a Delaware limited liability companyBy:
    Grubb & Ellis Realty Investors, LLC, 
a Virginia limited liability company, 
its Vice PresidentBy:
    /s/ Jeffrey T. HansonName:
    Jeffrey T. HansonTitle:
    Chief Investment OfficerGREIT  WESTERN PLACE, LP, 
a Texas limited partnershipBy:
    GREIT  Western Place GP, LLC, 
a Delaware limited liability company, 
its General PartnerBy:
    G REIT Liquidating Trust dated January 22, 2008,
 a Maryland Trust, 
its Sole Member and ManagerBy:
    Gary H. Hunt, W. Brand Inlow,
Edward A. Johnson, 
D. Fleet Wallace, and
Gary T. Wescombe, 
as Trustees of the G REIT Liquidating Trust dated January 22, 2008By:
    /s/ Andrea R. BillerName:
    Andrea R. BillerTitle:
    Authorized Representative S-3




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ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han




---



##### 



ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han




---



##### 



ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han




---



##### 



ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han




---



##### 



ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han




---



##### 



ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han




---



##### 



ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han




---



##### 



ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han




---



##### 



ACKNOWLEDGMENT
 STATE OF CALIFORNIA
    
    ))COUNTY OF ORANGE
    
    )
    Signature /s/ Phil C. Han