EXHIBIT 10.24**REPAYMENT GUARANTY**     **THIS REPAYMENT GUARANTY**(this “**Guaranty**”) is made as of February 15, 2008, by GARY H.HUNT, W. BRAND INLOW, EDWARD A. JOHNSON, D. FLEET WALLACE, and GARY T. WESCOMBE, as Trustees of theG REIT Liquidating Trust dated January 22, 2008 (the “**Guarantor**”) in favor of WACHOVIABANK, NATIONAL ASSOCIATION, a national banking association (“**Lender**”).     **1. **Except as otherwise provided in this Guaranty, initially capitalized terms used in thisGuaranty without definition are defined in that certain Loan Agreement of even date herewith by andbetween NNN Western Place, LLC, a Delaware limited liability company, NNN Western Place 1, LLC, aDelaware limited liability company, NNN Western Place 2, LLC, a Delaware limited liability company,NNN Western Place 3, LLC, a Delaware limited liability company, NNN Western Place 4, LLC, aDelaware limited liability company, NNN Western Place 5, LLC, a Delaware limited liability company,NNN Western Place 6, LLC, a Delaware limited liability company, NNN Western Place 7, LLC, aDelaware limited liability company, and GREIT — Western Place, LP, a Texas limited partnership(collectively, the “**Borrower**”) and Lender (the “**Loan Agreement**”).     **2. **In order to induce Lender to extend to Borrower a loan (whether acting on behalf of itselfor any estate created by the commencement of a case under Title 11 United States Code or anysuccessor statute thereto (the “**Bankruptcy Code**”) or any other insolvency, bankruptcy,reorganization or liquidation proceeding, or by any trustee under the Bankruptcy Code, liquidator,sequestrator or receiver of Borrower or Borrower’s property or similar Person duly appointedpursuant to any law generally governing any insolvency, bankruptcy, reorganization, liquidation,receivership or like proceeding) in the sum of $28,000,000.00 (the “**Loan**”), evidenced by asecured promissory note (“**Note**”), in the aggregate principal amount of $28,000,000.00, eachnow or hereafter executed by Borrower and payable to the order of Lender, Guarantor herebyunconditionally and irrevocably guarantees to Lender and to its successors, endorsees and/orassigns, the full and prompt payment of (a) the principal sum of the Note in accordance with itsterms when due, by acceleration or otherwise, together with all interest accrued thereon, when dueunder the terms of the Note, and any and all other sums of money that become owing by Borrower toLender under the Note, Loan Agreement or any other “Loan Document” as such term is defined in theLoan Agreement (which Note, Loan Agreement and other “Loan Documents” are also collectivelyreferred to herein as the “**Loan Documents**”) and (b) any and all sums owing under any “SwapContract” as such term is defined in the Loan Agreement (“**Swap Contract**”). The obligationsguaranteed pursuant to this Section 2 are hereinafter referred to as the “**GuaranteedObligations**.”          Notwithstanding the foregoing, Guarantor’s obligations hereunder shall in no event exceed anamount equal to $7,400,000.00 of the principal amount of the Loan outstanding on the date the Notesbecome due and payable in full, whether at maturity or by acceleration or otherwise (the“**Guaranteed Principal Amount**”), plus 100% of (a) all interest owing on the Loan;(b) attorneys’ fees and collection costs and all other sums other than principal owing on the Loan;and (c) any deficiency, loss or damage actually suffered by Lender because of: (1) Borrower’scommission of a criminal act; (2) the failure to comply with provisions of the
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Loan Documents prohibiting the sale, transfer or encumbrance of the Project; (3) the misapplicationby Borrower of any funds derived from the Project, including security deposits, insurance proceeds,condemnation awards, rental income or other income arising with respect to the Project; (4)Borrower’s commission of waste; (5) Borrower’s removal of collateral from the Project withoutreplacement, (6) Borrower’s violation of law; (7) failure to pay real property taxes, assessmentsor other charges which would create liens on any portion of the Project; (8) losses, expense orliability relating to the presence of hazardous or toxic materials on the Project; (9) the fraud orintentional misrepresentation by Borrower made in or in connection with the Loan Documents or theLoan; (10) Borrower’s voluntary filing of any proceeding for relief under any federal or statebankruptcy, insolvency or receivership laws or any assignment for the benefit of creditors made byBorrower not dismissed within 180 days; (11) any involuntary filing against Borrower of anyproceeding for relief under any federal or state bankruptcy, insolvency or receivership laws or anyassignment for the benefit of creditors, but only if such involuntary filing was made by Borroweror an Affiliate of Borrower, or at the instigation or in collusion or acquiescence with Borrower oran Affiliate of Borrower; (12) Borrower’s interference with Lender’s enforcement proceedings (otherthan in good faith by reason of a legitimate defense); (13) Borrower’s failure to maintain requiredinsurance; (14) Borrower’s collection of rent more than one month in advance; (15) any amount owingto Lender under indemnity provisions that relate to liabilities to third parties resulting fromacts or omissions of Borrower, contractors or such other third parties with whom Borrower hasdealt, and/or from the ownership, occupancy or use of the Project; (16) any amounts necessary toensure lien-free completion of any tenant improvements which Borrower is obligated to constructunder any leases; (17) any violation of Section 12.29 of the Loan Agreement; (18) any modificationof the TIC Agreement in violation of Section 11.1(u) of the Loan Agreement; or (19) any violationof Section 11.1(v) of the Loan Agreement. Guarantor’s obligations shall not be affected, impaired,lessened or released by loans, credits or other financial accommodations now existing or hereafteradvanced by Lender to Borrower in excess of the Guaranteed Principal Amount. In no event shall theGuaranteed Principal Amount be reduced as a result of (a) Lender’s foreclosure or acceptance of adeed in lieu of foreclosure with respect to any collateral securing the Loan, or (b) Guarantor’spayment of the Loan or any portion thereof prior to the date when the entire Loan becomes due andpayable in full, whether at maturity or by acceleration or otherwise. The agreement of Lender tothe foregoing limitation on Guarantor’s liability shall in no way be deemed to limit or restrictthe right of Lender to apply any sums paid by Guarantor to any portion of the Loan.          The indebtedness guaranteed by Guarantor hereunder shall be deemed to be the last indebtednesswhich remains outstanding under the Loan Documents after the application of payments received fromBorrower and the application of proceeds received from the foreclosure of the Mortgage and otherliquidation of any collateral for the Loan (subject to the above limitations on the maximum amountof principal indebtedness guaranteed hereby), and Guarantor may not claim or contend so long as anysuch indebtedness remains outstanding that any payments received by Lender from Borrower orotherwise, or proceeds received by Lender on the liquidation of the Project, shall have reduced ordischarged Guarantor’s liability or obligations hereunder. Nothing contained in this paragraphshall be deemed to (i) limit or otherwise impair any of the waivers or agreements of Guarantorcontained in this Guaranty or (ii) require Lender to proceed against Borrower, any collateral orany other Guarantor before proceeding against any particular Guarantor (any such requirement havingbeen specifically waived).
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     **3. (a)**Guarantor waives any and all rights of subrogation, reimbursement, indemnification andcontribution, and any other rights and defenses that are or may become available to Guarantor,including, without limitation, any and all rights or defenses Guarantor may have by reason ofprotection afforded to the principal with respect to any of the Guaranteed Obligations or to anyother guarantor of any of the Guaranteed Obligations with respect to such guarantor’s obligationsunder its guaranty, in either case, pursuant to the antideficiency or other laws of this statelimiting or discharging the principal’s indebtedness or such other guarantor’s obligations; and          **(b) **Guarantor waives all rights and defenses that Guarantor may have because Borrower’s debtis secured by real property. This means, among other things:          **(i)**Lender may collect from Guarantor without first foreclosing on any real or personalproperty collateral pledged by Borrower;          **(ii)**If Lender forecloses on any real property collateral pledged by Borrower:          **(A)**The amount of the debt may be reduced only by the price for which thatcollateral is sold at the foreclosure sale, even if the collateral is worth morethan the sale price;          **(B)**Lender may collect from Guarantor even if the Lender, by foreclosing on thereal property collateral, has destroyed any right Guarantor may have to collect fromBorrower.This is an unconditional and irrevocable waiver of any rights and defenses Guarantor mayhave because Borrower’s debt is secured by real property; and          **(c) **Guarantor waives all rights and defenses arising out of an election of remedies by Lender,even though that election of remedies, such as a nonjudicial foreclosure with respect to securityfor the Guaranteed Obligations, has destroyed Guarantor’s rights of subrogation and reimbursementagainst Borrower, and even though that election of remedies by Lender has destroyed Guarantor’srights of contribution against another guarantor of any of the Guaranteed Obligations.No other provision of this Guaranty shall be construed as limiting the generality of any of thecovenants and waivers set forth in this Section 3.     **4. **Guarantor represents and warrants to Lender that Guarantor has a financial interest inBorrower or is otherwise affiliated with Borrower. In that regard, Guarantor agrees that Lender’sagreement to make the Loan to Borrower is of substantial and material benefit to Guarantor andfurther agrees as follows:          **(a) **Guarantor shall continue to be liable under this Guaranty and the provisions hereof willremain in full force and effect notwithstanding (i) any modification, agreement or stipulationbetween Borrower and Lender or their respective successors and assigns, with respect to the LoanDocuments or the Swap Contracts or the obligations
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encompassed thereby, including, without limitation, the Guaranteed Obligations, (ii) Lender’swaiver of or failure to enforce any of the terms, covenants or conditions contained in the LoanDocuments or the Swap Contracts or in any modification thereof, (iii) any discharge or release ofBorrower or any other guarantor from any liability with respect to the Guaranteed Obligations, (iv)any discharge, release, exchange or subordination of any real or personal property then held byLender as security for the performance of the Guaranteed Obligations, (v) any additional securitytaken for the Guaranteed Obligations, whether real or personal property, (vi) any foreclosure orother realization on any security for the Guaranteed Obligations, regardless of the effect uponGuarantor’s subrogation, contribution or reimbursement rights against Borrower or any otherguarantor, (vii) any additional loans or financial accommodations to Borrower or (viii) the manneror order by which payments are applied to principal, interest or other obligations under the LoanDocuments and the Swap Contracts. Without limiting the generality of the foregoing, Guarantorhereby agrees that Guarantor’s liability shall continue even if Lender alters any obligations underthe Loan Documents or the Swap Contracts in any respect or Lender’s remedies or rights againstBorrower are in any way impaired or suspended without Guarantor’s consent.          **(b) **Guarantor’s liability under this Guaranty shall continue until all sums due under the Notehave been paid in full and until all Guaranteed Obligations to Lender have been satisfied, andshall not be reduced by virtue of any payment by Borrower of any amount due under the Note or underany of the Loan Documents or Swap Contracts or Lender’s recourse to any collateral or security.          **(c) **Guarantor represents and warrants to Lender that Guarantor now has and will continue tohave full and complete access to any and all information concerning the transactions contemplatedby the Loan Documents or Swap Contracts or referred to therein, the value of the assets owned or tobe acquired by Borrower, Borrower’s financial status and its ability to pay and perform theGuaranteed Obligations owed to Lender. Guarantor further represents and warrants that Guarantorhas reviewed and approved copies of the Loan Documents and Swap Contracts and is fully informed ofthe remedies Lender may pursue, with or without notice to Borrower, in the event of default underthe Note or other Loan Documents or Swap Contracts. So long as any of the Guaranteed Obligationsremains unsatisfied or owing to Lender, Guarantor shall keep fully informed as to all aspects ofBorrower’s financial condition and the performance of the Guaranteed Obligations.          **(d) **Guarantor acknowledges and agrees that Guarantor may be required to perform the GuaranteedObligations in accordance with the terms hereof notwithstanding the fact that the Loan has fullymatured, that the outstanding principal balance thereof is fully due and payable and that Borroweris in default of its obligation to pay the full amount due under the Note on the maturity thereof.     **5. **The liability of Guarantor under this Guaranty is a guaranty of payment and performance andnot of collectibility, and is not conditioned or contingent upon the genuineness, validity,regularity or enforceability of the Loan Documents, Swap Contracts or other instruments relating tothe creation or performance of the Guaranteed Obligations or the pursuit by Lender of any remedieswhich any now has or may hereafter have with respect thereto under the Loan Documents or SwapContracts, at law, in equity or otherwise. Guarantor hereby agrees
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that Guarantor shall be liable even if Borrower had no liability at the time of execution ofany of the Loan Documents or Swap Contracts or thereafter ceases to be liable, and Guarantor’sliability may be larger in amount and more burdensome than that of Borrower. Guarantor’s liabilityhereunder shall not be limited or affected in any way by any impairment or any diminution or lossof value of any security or collateral for the Loan, whether caused by hazardous substances orotherwise, Lender’s failure to perfect a security interest in such security or collateral or anydisability or other defense of Borrower or any other guarantor.     **6. **Guarantor hereby waives to the extent permitted by law: (i) all notices to Guarantor, toBorrower, or to any other Person, including without limitation notices of the acceptance of thisGuaranty or the creation, renewal, extension, modification, accrual of any of the GuaranteedObligations owed to Lender, enforcement of any right or remedy with respect thereto and notice ofany other matters relating thereto; (ii) diligence and demand of payment, presentment, protest,dishonor and notice of dishonor; (iii) any statute of limitations affecting Guarantor’s liabilityhereunder or the enforcement thereof; and (iv) all principles or provisions of law which conflictwith the terms of this Guaranty. Guarantor further agrees that Lender may enforce this Guarantyupon the occurrence of an event of default under the Note or the other Loan Documents or SwapContracts (as event of default is described therein), notwithstanding the existence of any disputebetween Borrower and Lender with respect to the existence of said event of default or performanceof the Guaranteed Obligations or any counterclaim, set-off or other claim which Borrower may allegeagainst Lender with respect thereto. Moreover, Guarantor agrees that Guarantor’s obligations shallnot be affected by any circumstances which constitute a legal or equitable discharge of a guarantoror surety.     **7. **Guarantor agrees that Lender may enforce this Guaranty without the necessity of resortingto or exhausting any security or collateral (including, without limitation, pursuant to a judicialor nonjudicial foreclosure) and without the necessity of proceeding against Borrower or any otherguarantor. Guarantor hereby waives the right to require Lender to proceed against Borrower, toproceed against any other guarantor, to foreclose any lien on any real or personal property, toexercise any right or remedy under the Loan Documents and Swap Contracts, to draw upon any letterof credit issued in connection herewith, or to pursue any other remedy or to enforce any otherright.     **8. (a)**Guarantor agrees that nothing contained herein shall prevent Lender from suing on theNote or from exercising any rights available to it under the Note or under any of the other LoanDocuments or Swap Contracts and that the exercise of any of the aforesaid rights will notconstitute a legal or equitable discharge of Guarantor. Guarantor understands that the exercise byLender of certain rights and remedies contained in the Swap Contracts and Loan Documents (such as anonjudicial foreclosure) may affect or eliminate Guarantor’s right of subrogation against Borrowerand that Guarantor may therefore incur a partially or totally non-reimbursable liability hereunder;nevertheless, Guarantor hereby authorizes and empowers Lender to exercise, in its sole discretion,any rights and remedies, or any combination thereof, which may then be available to Lender, sinceit is the intent and purpose of Guarantor that the obligations hereunder are absolute, independentand unconditional under any and all circumstances. Guarantor expressly waives any defense (whichdefense, if Guarantor had not given this waiver, Guarantor might otherwise have) to a judgmentagainst Guarantor by reason of a nonjudicial foreclosure sale. Notwithstanding any foreclosure ofthe lien of any mortgage or
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security agreement with respect to any or all of the real or personal property securedthereby, whether by the exercise of the power of sale contained therein, by an action for judicialforeclosure or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain boundunder this Guaranty.          **(b) **Guarantor shall have no right of subrogation against Borrower or against any collateral orsecurity provided for in the Loan Documents or Swap Contracts and no right of reimbursement orcontribution against any other guarantor unless and until all Guaranteed Obligations have beenindefeasibly paid and satisfied in full, and Lender has released, transferred or disposed of all oftheir rights, title and interest in any collateral or security. To the extent the waiver ofGuarantor’s rights of subrogation, reimbursement and contribution as set forth herein is found by acourt of competent jurisdiction to be void or voidable for any reason, Guarantor further agreesthat Guarantor’s rights of subrogation and reimbursement against Borrower and Guarantor’s rights ofsubrogation against any collateral or security shall be junior and subordinate to any rights Lendermay have against Borrower and to all rights, title and interest Lender may have in such collateralor security, and Guarantor’s rights of contribution against any other guarantor shall be junior andsubordinate to any rights Lender may have against such other guarantor. Lender may use, sell ordispose of any item of collateral or security as it sees fit without regard to Guarantor’ssubrogation and contribution rights, and upon disposition or sale of any item, Guarantor’s rightswith respect to such item will terminate. Guarantor understands that Guarantor may record aRequest for Notice of Default and thereby receive notice of any proposed foreclosure of any realproperty collateral then securing the Guaranteed Obligations. With respect to the foreclosure ofany security interest in any personal property collateral then securing the Guaranteed Obligations,Lender agrees to give Guarantor five (5) days’ prior written notice, in the manner set forth inSection 11 hereof, of any sale or disposition of any such personal property collateral, other thancollateral which is perishable, threatens to decline speedily in value, is of a type customarilysold on a recognized market, or is cash, cash equivalents, certificates of deposit or the like.          **(c) **Guarantor’s sole right with respect to any such foreclosure of real or personal propertycollateral shall be to bid at such sale in accordance with applicable law. Guarantor acknowledgesand agrees that Lender may also bid at any such sale and in the event such collateral is sold toLender in whole or in partial satisfaction of the Guaranteed Obligations (or any portion thereof),Guarantor shall have no further right or interest with respect thereto. Notwithstanding anythingto the contrary contained herein, no provision of this Guaranty shall be deemed to limit, decrease,or in any way to diminish any rights of set-off Lender may have with respect to any cash, cashequivalents, certificates of deposit, letters of credit or the like which may now or hereafter bedeposited with Lender by Borrower.          **(d) **To the extent any dispute exists at any time between or among Guarantor and any otherguarantor of the Guaranteed Obligations as to Guarantor’s or any other guarantor’s right tocontribution or otherwise, Guarantor agrees to indemnify, defend and hold Lender harmless from andagainst any loss, damage, claim, demand, cost or any other liability (including, withoutlimitation, reasonable attorneys’ fees and costs) Lender may suffer as a result of such dispute.
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          **(e) **So long as any of the Guaranteed Obligations are owing to Lender, Guarantor shall not,without the prior written consent of Lender, commence or join with any other party in commencingany bankruptcy, reorganization or insolvency proceedings of or against Borrower. The obligationsof Guarantor under this Guaranty shall not be altered, limited or affected by any case, voluntaryor involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation orarrangement of Borrower or by any defense which Borrower may have by reason of the order, decree ordecision of any court or administrative body resulting from any such case. Lender shall have thesole right to accept or reject any plan on behalf of Guarantor proposed in such case and to takeany other action which Guarantor would be entitled to take, including, without limitation, thedecision to file or not file a claim. Guarantor acknowledges and agrees that any interest on theGuaranteed Obligations which accrues after the commencement of any such proceeding (or, if intereston any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of thecommencement of said proceeding, such interest as would have accrued on any such portion of theGuaranteed Obligations if said proceedings had not been commenced) will be included in theGuaranteed Obligations because it is the intention of the parties that the Guaranteed Obligationsshould be determined without regard to any rule or law or order which may relieve Borrower of anyportion of such Guaranteed Obligations. Guarantor hereby permits any trustee in bankruptcy,receiver, debtor in possession, assignee for the benefit of creditors or similar Person to payLender, or allow the claim of Lender in respect of, any such interest accruing after the date onwhich such proceeding is commenced. Guarantor hereby assigns to Lender Guarantor’s right toreceive any payments from any trustee in bankruptcy, receiver, debtor in possession, assignee forthe benefit of creditors or similar Person by way of dividend, adequate protection payment orotherwise. If all or any portion of the Guaranteed Obligations are paid or performed by Borrower,the obligations of Guarantor hereunder shall continue and remain in full force and effect in theevent that all or any part of such payment(s) or performance(s) is avoided or recovered directly orindirectly from Lender as a preference, fraudulent transfer or otherwise in such case irrespectiveof payment in full of all obligations under the Loan Documents and Swap Contracts.     **9. (a)**Guarantor represents and warrants that any financial statements, tax returns or otherdocuments of Guarantor heretofore delivered to Lender are true and correct in all materialrespects. Such statements were prepared in accordance with generally accepted accountingprinciples, consistently applied and fairly present the financial position of Guarantor as of thedate thereof. Guarantor further represents and warrants that no material adverse change hasoccurred in Guarantor’s financial position since the date of such statements.          **(b)**Guarantor covenants and agrees to provide Lender with any and all financial informationrequired by Lender pursuant to the Loan Agreement. Guarantor further covenants and agrees toimmediately notify Lender of any material adverse change in Guarantor’s financial status.     **10. **All notices, requests and demands to be made hereunder to the parties hereto must be inwriting and given as provided in the notice provisions of the Loan Agreement (at the addresses setforth below).
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       To Lender: Wachovia Bank, National Association    Real Estate Financial Services    Mail Code: CA 6233    15750 Alton Parkway    Irvine, California 92618    Attn: Anne McNeil    Telephone: (949) 754-7034    Facsimile: (949) 754-4814       To Guarantor: G REIT Liquidating Trust dated January 22, 2008    c/o Grubb & Ellis Realty Investors, LLC    1551 N. Tustin Avenue, Suite 300    Santa Ana, California 92705    Attn: Andrea Biller    Telephone: (714) 667-8252    Facsimile: (714) 918-9138       With a copy to: Gregory Kaplan, PLC    7 East Second Street    Richmond, Virginia    Attn: Joseph J. McQuade, Esq.    Telephone: (804) 525-1785    Facsimile: (804) 525-1885     **11. **Guarantor represents and warrants to Lender as follows:          **(a) **No consent of any other Person, including, without limitation, any creditors of Guarantor,and no license, permit, approval or authorization of, exemption by, notice or report to, orregistration, filing or declaration with, any governmental authority is required by Guarantor inconnection with this Guaranty or the execution, delivery, performance, validity or enforceabilityof this Guaranty and all obligations required hereunder. This Guaranty has been duly executed anddelivered by Guarantor, and constitutes the legally valid and binding obligation of Guarantorenforceable against Guarantor in accordance with its terms.          **(b) **The execution, delivery and performance of this Guaranty will not violate any provision ofany existing law or regulation binding on Guarantor, or any order, judgment, award or decree of anycourt, arbitrator or governmental authority binding on Guarantor, or of any mortgage, indenture,lease, contract or other agreement, instrument or undertaking to which Guarantor is a party or bywhich Guarantor or any of its assets may be bound, and will not result in, or require, the creationor imposition of any lien on any of Guarantor’s property, assets or revenues pursuant to theprovisions of any such mortgage, indenture, lease, contract or other agreement, instrument orundertaking.     **12. **Guarantor’s performance of a portion, but not all, of the Guaranteed Obligations will inno way limit, affect, modify or abridge Guarantor’s liability for that portion of the GuaranteedObligations that is not performed. Without in any way limiting the generality of the foregoing, inthe event that Lender is awarded a judgment in any suit brought to enforce
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Guarantor’s covenant to perform a portion of the Guaranteed Obligation, such judgment will inno way be deemed to release Guarantor from its covenant to perform any portion of the GuaranteedObligation which is not the subject of such suit.     **13. **Guarantor covenants and agrees to provide the financial information required for Guarantorin Section 10.8 of the Loan Agreement.     **14. **Guarantor shall at all times maintain a combined net worth of at least Forty MillionDollars ($40,000,000). As used herein, “net worth” shall mean an amount equal to the gross fairmarket value of all of the applicable Guarantor’s assets (excluding any value for goodwill,trademarks, patents, copyrights and other similar intangible items), less an amount equal to all ofsuch Guarantor’s liabilities (including guaranties and other contingent liabilities), all asreasonably determined by Lender.     **15. **Guarantor shall at all times maintain combined unencumbered liquid assets equal to atleast Five Million Dollars ($5,000,000). “Liquid assets” means the following assets of Guarantor:(i) Cash; (ii) certificates of deposit or time deposits with terms of six (6) months or less; (iii)A—1/P—1 commercial paper with a term of three (3) months or less; (iv) U.S. treasury bills andother obligations of the federal government, all with terms of six (6) months or less; (v) readilymarketable securities (excluding “margin stock” (within the meaning of Regulation U of the Board ofGovernors of the Federal Reserve System), restricted stock and stock subject to the provisions ofRule 144 of the Securities and Exchange Commission); (vi) bankers’ acceptances issued for terms ofsix (6) months or less by financial institutions; (vii) repurchase agreements with terms of six (6)months or less covering U.S. government securities; (viii) unfunded capital commitments inGuarantor; and (ix) the undrawn amounts under credit lines available for disbursement to Guarantor.     **16. **This Guaranty is solely for the benefit of Lender and is not intended to nor may it bedeemed to be for the benefit of any third party, including Borrower.     **17. **Guarantor represents and warrants to Lender as follows:          **(a) **Guarantor, is duly formed and validly existing, and has the power to own its assets and totransact the business in which it is now engaged.          **(b) **Guarantor has the power, authority and legal right to execute, deliver and perform thisGuaranty and all obligations required hereunder and has taken all necessary action to authorize itsexecution, delivery and performance of this Guaranty and all obligations required hereunder. Theexecution, delivery and performance of this Guaranty will not violate any of the formation orgoverning documents of Guarantor or of any laws pursuant to which Guarantor has been formed.     **18. **Guarantor hereby grants Lender a security interest in any personal property of Borrower inwhich Guarantor hereafter acquires any right, title or interest. Guarantor agrees that suchsecurity interest is additional security for the obligations hereby guaranteed. Such securityinterest is superior to any right of Guarantor in such personal property until all sums due underthe Notes or other Loan Documents and Swap Contracts have been repaid in full and all GuaranteedObligations have been fully satisfied.
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     **19. **Lender may assign this Guaranty with any Loan Document or Swap Contracts, without in anyway affecting Guarantor’s liability hereunder. Any married person executing this Guaranty agreesthat recourse may be had against community property and separate property for the satisfaction ofall obligations hereby guaranteed. This Guaranty shall be binding upon Guarantor, Guarantor’sheirs, representatives, administrators, executors, successors and assigns and shall inure to thebenefit of and shall be enforceable by Lender, and their successors, endorsees and assigns. Asused herein, the singular includes the plural, and the masculine includes the feminine and neuterand vice versa, if the context so requires.     **20. **In the event of any dispute or litigation regarding the enforcement or validity of thisGuaranty, Guarantor shall be obligated to pay all charges, costs and expenses (including, withoutlimitation, reasonable attorneys’ fees) incurred by Lender, whether or not any action or proceedingis commenced regarding such dispute and whether or not such litigation is prosecuted to judgment.     **21. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OFTHE STATE OF TEXAS.**     **22. **To the maximum extent permitted by law, Guarantor and Lender hereby voluntarily, knowinglyand intentionally WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY in any legal action or proceedingarising under or in connection with this Guaranty or any other Loan Document or Swap Contract orconcerning the Guaranteed Obligations and/or any collateral therefor or pertaining to anytransaction related to or contemplated in any Loan Document or Swap Contract, regardless of whethersuch action or proceeding concerns any contractual or tortious or other claim. Guarantoracknowledges that this waiver of jury trial is a material inducement to Lender in extending creditto Borrower, that Lender would not have extended such credit without this jury trial waiver, andthat Guarantor has been represented by an attorney or has had an opportunity to consult with anattorney regarding this Guaranty and understands the legal effect of this jury trial waiver.     **23. **Guarantor hereby submits to the jurisdiction of the state and federal courts in the Stateof Texas and State of California for purposes of any action arising from or growing out of thisGuaranty, and further agrees that the venue of any such action may be laid in Orange County,California, or Tarrant County, Texas, and that (in addition to any other method provided by law forservice of process) service of process in any such action may be made on Guarantor by the deliveryof the process to Shannon Johnson, whose present address is c/o Grubb & Ellis Realty Investors,LLC, 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705, whom Guarantor hereby appointsas Guarantor’s agent for service of process. Nothing contained in this Guaranty, however, shall bedeemed to constitute, or to imply the existence of, any agreement by Lender to bring any suchaction only in said courts or to restrict in any way any of Lender’s remedies or rights to enforcethe terms of this Guaranty as, when and where Lender shall deem appropriate, in its solediscretion.     **24. **No provision of this Guaranty may be changed, waived, revoked or amended without Lender’sprior written consent. Every provision of this Guaranty is intended to be severable. If any termor provision hereof is declared to be illegal or invalid for any reason whatsoever by a court ofcompetent jurisdiction, such illegality or invalidity will not affect the
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balance of the terms and provisions hereof, which terms and provisions will remain binding andenforceable.     **25. **This Guaranty may be executed in any number of counterparts each of which shall be deemedan original and all of which shall constitute one and the same guaranty with the same effect as ifall parties had signed the same signature page. Any signature page of this Guaranty may bedetached from any counterpart of this Guaranty and reattached to any other counterpart of thisGuaranty identical in form hereto but having attached to it one or more additional signature pages.     **26. **No failure or delay on the part of Lender to exercise any power, right or privilege underthis Guaranty will impair any such power, right or privilege, or be construed to be a waiver of anydefault or an acquiescence therein, nor will any single or partial exercise of such power, right orprivilege preclude other or further exercise thereof or of any other right, power or privilege.     **27. **This Guaranty embodies the entire agreement among the parties hereto with respect to thematters set forth herein, and supersedes all prior agreements among the parties with respect to thematters set forth herein. No course of prior dealing among the parties, no usage of trade, and noparol or extrinsic evidence of any nature may be used to supplement, modify or vary any of theterms hereof. There are no conditions to the full effectiveness of this Guaranty.     **28. **This Guaranty is in addition to all other guaranties of Guarantor and any other guarantorsof Borrower’s obligations to Lender.     **29. GUARANTOR ACKNOWLEDGES THAT GUARANTOR HAS BEEN AFFORDED THE OPPORTUNITY TO READ THISDOCUMENT CAREFULLY AND TO REVIEW IT WITH AN ATTORNEY OF GUARANTOR’S CHOICE BEFORE SIGNING IT.GUARANTOR ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE MEANING AND EFFECT OF THIS DOCUMENT BEFORESIGNING IT.**     **30. **When two or more persons or entities have executed this Guaranty, unless the contextclearly indicates otherwise, all references herein to “**Guarantor**” shall mean the guarantorshereunder or either or any of them. All of the obligations and liabilities of said guarantorsunder this Guaranty (and the obligations of other guarantors under any similar or other guarantiesof part or all of the Guaranteed Obligations) shall be joint and several. Suit may be broughtagainst said guarantors, jointly and severally, or against any one or more of them (even if lessthan all), without impairing the rights of Lender against the other or others of said guarantors;and Lender may settle with any one or more of said guarantors for such sums or sum as it may seefit and/or Lender may release any of said guarantors from all further liability to Lender for suchindebtedness without impairing the right of Lender to demand and collect the balance of suchindebtedness from the other or others of said guarantors not so released; but it is agreed amongsaid guarantors themselves, however, that such settlement and release shall in no way impair therights of said guarantors as among themselves.
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     **IN WITNESS WHEREOF**, Guarantor has executed this Guaranty as of the date first above written.      “Guarantor”      G REIT LIQUIDATING TRUST DATED JANUARY 22, 2008, a Maryland Trust       By: 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, 2008       By: /s/ Andrea R. Biller   Name: Andrea R. Biller   Title: Authorized Representative 
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