EX-10.2






FORBEARANCE AND MODIFICATION AGREEMENT




THIS FORBEARANCE AND MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of
the 17th day of July 2009 (the “Effective Date”), by and among NNN CHASE TOWER, LLC, a Delaware
limited liability company, NNN CHASE TOWER MEMBER, LLC, a Delaware limited liability company, NNN
OF8 CHASE TOWER, LLC, a Delaware limited liability company, NNN OF8 CHASE TOWER MEMBER, LLC, a
Delaware limited liability company, NNN-ERG CHASE TOWER GP I, LLC, a Delaware limited liability
company, and ERG CHASE TOWER LIMITED I, LP, a Texas limited partnership (collectively, “Initial
Borrower”), NNN VF Chase Tower, LLC, a Delaware limited liability company, and NNN VF Chase Tower
Member, LLC, a Delaware limited liability company (collectively, “Additional Borrower”, and
together with the Initial Borrower, collectively, the “Borrower”), Grubb & Ellis Realty Investors,
LLC (formerly known as Triple Net Properties, LLC), a Virginia limited liability company (“Grubb”),
NNN Opportunity Fund VIII, LLC, a Delaware limited liability company (“Opportunity Fund”), Andrew
Pastor, Jeffrey S. Newberg, Kirk A. Rudy, Christopher T. Ellis, David L. Roche, and Arnold B.
Miller (collectively, the “Individual Guarantors”, and together with Triple Net and Opportunity
Fund, the “Initial Guarantors”), NNN 2003 Value Fund, LLC, a Delaware limited liability company
(the “New Guarantor”; and together with the Initial Guarantors, collectively, the “Guarantors”) and
TRANSWESTERN MEZZANINE REALTY PARTNERS II, LLC, a Delaware limited liability company (“Lender”).



1. RECITALS.



1.1 Initial Borrower and Lender entered into that certain Mezzanine Loan Agreement, dated as
of June 20, 2006 (the “Initial Loan Agreement”). The Initial Loan Agreement was amended by that
certain Consent and Assumption Agreement and First Amendment to Loan Documents, dated as of July 3,
2006, between Borrower and Lender (the “Consent and Assumption Amendment”). The Initial Loan
Agreement and the Consent Assumption Amendment, as the same may be amended, are collectively
referred to herein as the “Loan Agreement”.



1.2 The Loan is evidenced by, among other things, that certain Promissory Note (Mezzanine
Loan), dated June 20, 2006, made by Initial Borrower in favor of Lender in the initial principal
amount of $11,000,000 (as further defined in the Loan Agreement, the “Note”).



1.3 Grubb and Opportunity Fund executed and delivered to Lender that certain Limited Guaranty
(Recourse Obligations), dated as of June 20, 2006 (the “Entity Guaranty”). Individual Guarantors
executed and delivered to Lender that certain Limited Guaranty (Recourse Obligations), dated as of
June 20, 2006 (the “Individual Guaranty”). New Guarantor executed and delivered to Lender that
certain Limited Guaranty (Recourse Obligations), dated as of July 3, 2006 (the “Value Fund
Guaranty”; and together with the Entity Guaranty and the Individual Guaranty, each a “Guaranty” and
collectively the “Guaranties”).



1.4 Borrower acknowledges and agrees that one or more Events of Default (as defined in the
Loan Agreement) have occurred and are continuing.



1.5 Borrower has requested that Lender forbear from exercising any or all of its rights and
remedies available, or to become available, to Lender under the Loan Agreement and the “Loan
Documents” (as defined in the Loan Agreement) as a result of the Existing Defaults (as defined
below).



1.6 Lender is willing to temporarily forbear from exercising its rights and remedies under the
Loan Agreement and the other Loan Documents with respect to the Existing Defaults on the terms and
conditions set forth in this Agreement.



2. DEFINITIONS.



Capitalized words and terms used in this Agreement that are not otherwise defined herein shall
have the respective meanings set forth in the Loan Agreement. In addition, the following words and
terms shall have the meanings set forth below:



“Approved Forbearance Period Lease” shall mean any new Lease or amendment or
modification of any Lease and tenant improvement costs and leasing commissions to be
paid in connection therewith approved by Lender pursuant to Section 6.10 of
the Loan Agreement during the Forbearance Period; provided, however, if Lender has
neither provided nor denied its written consent to the proposed new Lease or
amendment or modification of any Lease within ten (10) Business Days after the date
of Borrower’s submission, then such proposed new Lease or amendment or modification
of any Lease shall be deemed an Approved Forbearance Period Lease.



“Excess Cash Flow” shall have the meaning set forth in Section 5.3.



"Existing Defaults” shall have the meaning set forth in Section 3.1.



“Exit Fee” shall mean a percentage of the outstanding principal amount of the
Loan Balance (as defined in the Note) being paid to Lender, calculated as follows:
(i) 0%, if received by Lender prior to or on December 31, 2009, (ii) three percent
(3%), if received by Lender on or after January 1, 2010 but prior to April 1, 2010,
and (iii) five percent (5%), if received by Lender on or after April 1, 2010;
provided however, in the event a Termination Event shall have occurred and be
continuing, the Exit Fee shall mean five percent (5%).



"Expiration Date” shall have the meaning set forth in Section 6.1.



“Forbearance Covenant” shall have the meaning set forth in Section 6.1.



“Forbearance Period” shall mean the period of time from the Effective Date to
the Expiration Date.




"Gross Revenue” shall mean all revenue, derived from the ownership and operation of the
Property from whatever source, including, but not limited to, Rents, but excluding sales,
use and occupancy or other taxes on receipts required to be accounted for by Real Property
Owner to any Governmental Authority, non recurring revenues as determined by Lender,
proceeds from the sale or refinancing of the Property, security deposits (except to the
extent determined by Lender to be properly utilized to offset a loss of Rent), refunds and
uncollectible accounts, proceeds of casualty insurance and Awards (other than business
interruption or other loss of income insurance related to business interruption or loss of
income for the period in question), and any disbursements to Real Estate Owner from the
Reserve Funds (as defined in the Senior Loan Agreement) or any other fund established by the
Senior Loan Documents, but excluding proceeds from Interim Triggering Events and Final
Triggering Events.



"Remedies” shall mean the rights and remedies available to Lender under the
Loan Agreement, the Loan Documents, or at law or in equity, as the result of the
occurrence of an Event of Default.



"Rents” shall mean all rents, moneys payable as damages or in lieu of rent,
revenues, deposits (including, without limitation, security, utility and other
deposits), accounts, cash, issues, profits, charges for services rendered, and other
consideration of whatever form or nature received by or paid to or for the account
of or benefit of Real Estate Owner or its agents or employees from any and all
sources arising from or attributable to the Property.



“Reserves” shall mean $100,000, which shall be deducted from the Gross Revenue
attributable to July 2009, which Borrower shall cause Real Property Owner to hold in
reserve and apply in accordance with the Senior Loan Agreement and Loan Documents
(including this Agreement).



"Termination Event” shall have the meaning set forth in Section 6.2.



3. CONFIRMATION OF EVENTS OF DEFAULT.



3.1 Borrower and each Guarantor acknowledge that the following Events of Default exist under
the Loan Agreement and/or the Loan Documents (the “Existing Defaults”): Borrower’s failure to pay
to Lender on the Maturity Date (i.e. June 30, 2009) the outstanding principal balance of the Loan,
any and all accrued and unpaid interest and any and all other amounts related thereto due under the
Loan Agreement and under the Note, the Pledge Agreements and the other Loan Documents.
Notwithstanding anything to the contrary contained in the Loan Documents, including but not limited
to Section 2 of the Note, Borrower and each Guarantor acknowledge and agree that Borrower
failed to satisfy the conditions set forth in Section 2 of the Note to extend the Maturity
Date and consequently has no further rights to extend the Maturity Date.




	4.	 	ACKNOWLEDGMENTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES.





Borrower and each Guarantor hereby represent, warrant, acknowledge, covenant and agree to,
with and for the benefit of Lender as follows:



4.1 The representations and warranties of the Borrower and each Guarantor contained in the
Loan Documents are true and correct in all material respects as of the date hereof with the same
effect as though made on the date hereof.



4.2 Except for the Existing Defaults, no Event of Default has occurred and is continuing and,
to the best of Borrower’s knowledge, no event has occurred which, but for the giving of notice or
passage of time, or both, would be an Event of Default.



4.3 The representations and warranties of the Real Estate Owner contained in the Senior Loan
Documents (as the same may have been amended heretofore) are true and correct in all material
respects as of the date hereof with the same effect as though made on the date hereof.



4.4 No Event of Default (as defined in the Senior Loan Agreement) has occurred and is
continuing and, to the best of Borrower’s knowledge, no event has occurred under any of the Senior
Loan Documents which, but for the giving of notice or the passage of time, or both, would
constitute an Event of Default (as defined in the Senior Loan Agreement).



4.5 Borrower and each Guarantor have full power and authority to execute and deliver this
Agreement, and have taken all necessary limited liability company or partnership action to
authorize the execution, delivery and performance of this Agreement, and no authorization, approval
or other action by, and no notice to or filing with, any person is required for the due execution,
delivery and performance by Borrower or each Guarantor of this Agreement.



4.6 This Agreement, the Loan Agreement, and the other Loan Documents, constitute the legal,
valid and binding obligations of Borrower and each Guarantor, enforceable against Borrower and each
Guarantor in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency
and similar laws affecting rights of creditors generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).



4.7 The Senior Loan Documents (as the same may have been heretofore amended) constitute the
legal, valid and binding obligations of Real Estate Owner and each party a guarantor thereto (each
a “Senior Guarantor”), enforceable against Real Estate Owner and each Senior Guarantor in
accordance with the terms hereof, subject only to applicable bankruptcy, insolvency and similar
laws affecting rights of creditors generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at
law).



4.8 The execution, delivery and performance of this Agreement by Lender shall not be deemed or
construed to be a satisfaction, restatement, novation, or release of the Loan Agreement or of any
of the Loan Documents or of any of Borrower’s obligations thereunder (the “Obligations”). The
execution, delivery and performance of this Agreement by Lender shall not be deemed or construed as
a waiver by Lender of any of the Remedies. Neither the execution, delivery and performance of this
Agreement by Lender nor any actions taken or not taken by Lender prior to the execution of this
Agreement or pursuant hereto or under the Loan Agreement or any of the Loan Documents shall be
deemed or construed as a waiver by Lender of any of the Existing Defaults or as a cure of any of
the Existing Defaults; and, except as otherwise expressly provided in this Agreement, Lender
reserves all of its Remedies in connection with such Existing Defaults.



4.9 Neither Borrower nor any Guarantor has any and each of Borrower and each Guarantor hereby
expressly waives any existing defenses, setoffs, claims, counterclaims or causes of action of any
kind or nature whatsoever with respect to the Loan Agreement, the Loan Documents or the
Obligations, or with respect to any other documents or instruments now or heretofore evidencing,
securing or in any way relating to any of Obligations or the Loan Agreement or the Loan Documents,
or with respect to the administration or funding of any of the Obligations.



4.10 Borrower and each Guarantor hereby reaffirm and ratify all of their respective
Obligations under the Loan Agreement and the Loan Documents and hereby further reaffirm and ratify
that the Obligations are secured by all of the Security in each case subject to the terms and
conditions of this Agreement.



4.11 Senior Loan Reserves. Remaining amounts in each of the Debt Service Subfacility,
the Leasing Costs Subfacility, the Contingency Subfacility, the Leasing and Improvement Reserve,
the Required Repair Funds, the Tax Funds, and the Lease Termination Rollover Funds (each as defined
in the Senior Loan Agreement) remain available to Real Estate Owner under the Senior Loan
Documents, and the available balance for each is set forth on Schedule 4.11 attached
hereto. Senior Lender has not exercised any right it may have under Section 11.29 of the
Senior Loan Agreement.



4.12 Security Deposits. A schedule which is true, correct and complete in all
material respects as of the Effective Date of all security deposits referenced in Section
4.2 of the Loan Agreement is set forth on Schedule 4.12 attached hereto. With respect
to any Lease which expired or was terminated while Real Estate Owner owned the Property and prior
to the Effective Date, Real Estate Owner has returned the Security Deposit to such Tenant.



4.13 Senior Loan Extension. Real Estate Owner has exercised its right and fully
satisfied all conditions precedent in the Senior Loan Documents to extend the maturity date of the
Senior Loan to June 30, 2010, and Senior Lender has extended the maturity date of the Senior Loan
to June 30, 2010, and such extension has not been revoked or rescinded.



Lender hereby represents, warrants, and acknowledges to and for the benefit of Borrower that
Lender has full power and authority to execute and deliver this Agreement, and has taken all
necessary limited liability company action to authorize the execution, delivery and performance of
this Agreement, and no authorization, approval or other action by, and no notice to or filing with,
any person is required for the due execution, delivery and performance by Lender of this Agreement.



5. COVENANTS AND AGREEMENTS.



5.1 Borrower shall cause each of the following to occur on or prior to the Effective Date:




	 	(a)	 	Evidence of Senior Loan Extension. Borrower
shall provide evidence reasonably satisfactory to Lender that the
extension of the Senior Loan as described in Section 4.13 hereof has
occurred.	 






	 	(b)	 	Partial Principal Payment. Borrower shall make
a partial principal payment of the Loan to Lender in the amount of
$250,000 without payment of any prepayment premium.	 





5.2 Borrower shall cause each of the following to occur:




	 	(a)	 	Expenses. Upon demand Borrower shall
immediately pay all of Lender’s reasonable out-of-pocket costs and
expenses incurred in connection with the administration and/or
enforcement of this Agreement, including but not limited to all
reasonable attorneys’ fees.	 





5.3 Borrower, each Guarantor and Lender covenant and agree that from and after the Effective
Date:




	 	(a)	 	Interest Rate; Default Late Charges. Monthly
installments of Interest (as defined in the Note) based on the Interest
Rate (as defined in the Note) shall continue to be due and payable on
the first day of each month. No Default Late Charges (as defined in
the Note) shall be payable until the earlier of the Expiration Date or
a Termination Event, at which time Default Late Charges, if any, shall
be payable as set forth in the Loan Documents for the period from and
after the Expiration Date or Termination Event.	 






	 	(b)	 	Excess Cash Flow. On the fifteenth day of each
month commencing on August 15, 2009 and on the fifteenth day of each
succeeding month until the Expiration Date, so long as Lender has not
established a lockbox account, Borrower shall: (i) pay to Lender
monthly installments in the amount of fifty percent (50%) of Excess
Cash Flow (or 100% of Excess Cash Flow in the event the Senior Loan is
paid in full), if any attributable to the immediately preceding month,
which Lender shall apply to outstanding balance of the Loan upon
receipt, and (ii) submit a written statement to Lender of Excess Cash
Flow for the immediately preceding month (“Excess Cash Flow
Statement”). “Excess Cash Flow” shall mean Gross Revenue actually
collected during the immediately preceding month minus the following:
(a) expenses of operation of the Property actually paid (or Tax Funds
deposited with Senior Lender under the Senior Loan Agreement) during
the immediately preceding month as permitted under Section 5.3(f) below
after payment of (b) the monthly Senior Loan debt service as currently
set forth in the Senior Loan Documents, (c) the monthly Loan Interest
payment as currently set forth in the Loan Documents, (d) capital
expenses set forth in the Approved Forbearance Period Budget (as
defined below), (e) leasing commissions and tenant improvements costs
in connection with the Property under an Approved Forbearance Period
Lease, and (r) the one time payment of the Reserves. For the purpose
of clarity, (i) in no event shall any “Operating Expense” be double
counted when calculating Excess Cash Flow, and (ii) in no event shall
default rate interest or late charges be included in either the monthly
Senior Loan debt service or the monthly Loan Interest payment.	 






	 	(c)	 	Distributions. Notwithstanding anything to the
contrary contained in the Loan Documents, including but not limited to
Section 6.30.2 of the Loan Agreement, Borrower shall not make
any distributions to any of its members, partners or shareholders.	 






	 	(d)	 	Reserves. Only with Lender’s consent, such
consent not to be unreasonably withheld, Borrower shall cause Real
Estate Owner to use the Reserves for the payment of capital expenses,
leasing commissions, and tenant improvements costs in connection with
the Property which are not otherwise paid first from Gross Revenue as
authorized pursuant to Section 5.3(b) above, including, without
limitation, capital costs, leasing commissions, and tenant improvement
costs accrued but unpaid as of the date hereof.	 






	 	(e)	 	Lockbox. Subject to the terms contained herein
and the rights of the Senior Lender pursuant to the Senior Loan
Documents, and until the Mezzanine Loan is paid in full, Borrower
agrees, at Borrower’s sole cost and expense, upon written notice from
Lender to cooperate with Lender in establishing a lockbox account
pursuant to a lockbox agreement, such agreement to be in form and
substance satisfactory to Lender, in Lender’s sole discretion
consistent, with the terms contained in this Agreement. Any such
lockbox agreement shall provide, among other things, that so long as no
Event of Default has occurred and is continuing (other than the
Existing Defaults) all Gross Revenue generated on and after the first
day of the first full month after five (5) days’ written notice from
Lender will be deposited into a lockbox account controlled by or on
behalf of Lender, and that Lender will apply Gross Revenue to (a) the
monthly Senior Loan debt service as currently set forth in the Senior
Loan Documents, and (b) the monthly Loan Interest payment as currently
set forth in the Loan Documents, and thereafter shall either (x)
release funds from Gross Revenues to Borrower on or before the fifth
(5th) day of each month with which to pay expenses of operation of the
Property (including capital expenses, leasing commissions and tenant
improvements costs) in accordance with Section 5.3(f), or (y) pay
directly from Gross Revenues expenses of operation of the Property
(including capital expenses, leasing commissions and tenant
improvements costs) in accordance with Section 5.3(f). For any period
during which a lockbox is in effect, Lender shall deliver to Borrower a
monthly statement of Excess Cash Flow attributable to the immediately
preceding month on or before the fifteenth (15th) day of the
month. Borrower agrees that the lockbox and all sub-accounts thereto
shall be pledged to Lender as additional collateral for the Loan,
subject to the rights of the Senior Lender. Borrower agrees to
cooperate with Lender in establishing such a lockbox account and to
execute and deliver such other documents as Lender may reasonably
require in connection therewith, all at the sole cost and expense of
Borrower.	 






	 	(f)	 	Approved Forbearance Period Budget. Lender is
in receipt of and has approved the budget for the Property for the
Forbearance Period attached hereto as Schedule 5.3(f) (the
“Approved Forbearance Period Budget”), which budget shall supersede any
annual budget for the Property for the 2009 fiscal year previously
approved by Lender. Borrower and Real Estate Owner shall pay any
expense, including Operating Expenses, out of Gross Revenue: (i) as
permitted herein, (ii) as generally set forth in the Approved
Forbearance Period Budget, (iii) utility and insurance expenses,
whether or not in excess of the Approved Forbearance Period Budget,
(iv) with respect to controllable Operating Expenses, within the
greater of three percent (3%) of the applicable line item in the
Approved Forbearance Period Budget or $3,000.00, (v) emergency repairs
of any amount, so long as the nature of such repairs is reported in
writing to Lender within five (5) days of the occurrence giving rise to
the need for such repairs, or (vi) if not otherwise permitted under
subparagraphs (i) through (v) above, as consented to by Lender, such
consent not to be unreasonably withheld and to be deemed given if
Lender has neither provided nor denied its consent to the proposed
expenditure within three (3) Business Days after the date of Borrower’s
request for consent.	 






	 	(g)	 	Extension Options. All of Borrower’s extension
options set forth in Section 2 of the Note are null, void and
of no further force and effect.	 






	 	(h)	 	Exit Fees. Notwithstanding anything to the
contrary contained in the Loan Documents, including but not limited to
Section 8 of the Note, Borrower shall pay to Lender the Exit
Fee in connection with any payment of the outstanding principal amount
of the Loan Balance (whether on the Expiration Date, the Termination
Date, or earlier); provided, however, no Exit Fee shall be applicable
to any prepayment of the Loan Balance resulting from Lender’s
application of Excess Cash Flow, if any, to the Loan Balance.	 






	 	(i)	 	Senior Loan Extension Option.	 






a) The parties hereto acknowledge and agree that it is likely to be desirable
to give the notice to extend the terms of the Senior Loan in accordance with
the Senior Loan Agreement (the “Extension Notice”). In the event the
Borrower or Real Estate Owner elects to provide the Extension Notice, the
Guarantors and Borrower agree that the Extension Notice shall be given not
less than fifteen (15) days prior to the last date on which the Extension
Notice may be given under the Senior Loan Agreement and Borrower shall
provide a simultaneous copy thereof to Lender. In the event Lender does not
receive a copy of the Extension Notice as set forth in the prior sentence or
if the Guarantors and/or Borrower notify Lender of the intent not to provide
the Extension Notice, then if Lender desires to give the Extension Notice, it
is hereby authorized to do so in its own name or in the name of Borrower
and/or Real Estate Owner under an irrevocable power of attorney hereby
granted which power is coupled with an interest. Borrower and Guarantors
covenant to cooperate with Lender to provide all necessary documents and take
all necessary actions required by Senior Lender to determine whether Real
Estate Owner satisfies the Debt Service Coverage Ratio (as defined in the
Senior Loan Agreement) in connection with such extension.




b) If the Extension Notice is given, none of the Guarantors, Borrower and/or
Real Estate Owner may subsequently revoke the Extension Notice without the
prior written consent of Lender in its sole and absolute discretion. On the
other hand, if the Extension Notice is given and Lender determines in its
sole and absolute discretion that the Extension Notice should be revoked,
then upon request of Lender, Borrower and/or Real Estate Owner shall give
notice of revocation not less than three (3) business days prior to the last
date on which such notice of revocation may be given in each case under the
Senior Loan Agreement and shall provide simultaneous copies thereof to
Lender. In the event Lender does not receive a copy of the revocation notice
as set forth in the prior sentence, then Lender is hereby authorized to give
the revocation notice in its own name or in the name of Borrower and/or Real
Estate Owner under irrevocable power of attorney hereby granted which power
is coupled with an interest. In no event shall Borrower, any Guarantor or
Real Estate Owner be liable for any fees or costs payable in connection with
exercise of the extension option with respect to the Senior Loan unless
Borrower, any Guarantor or Real Estate Owner has assented in writing to the
exercise of such extension option which extension has not been revoked in
accordance herewith and with the Senior Loan Documents.



5.4 Lender agrees as follows:




	 	(a)	 	By its execution hereof, Lender hereby agrees that the
payment of Excess Cash Flow pursuant to the terms of this Agreement and
that certain Loan Modification Agreement entered into concurrently
herewith by Senior Lender and Real Estate Owner shall not violate
Borrower’s covenant pursuant to the terms of Section 6.29.9 of the Loan
Agreement.	 






	 	(b)	 	By its execution hereof, Lender hereby consents to the
terms of that certain Second Amendment to Lease dated January 9, 2009,
by and between Triple Net Properties Realty, Inc., as agent for
Borrower, and Bury & Partners, Inc.	 





5.5 Consent to Subsequent Transfer by ERG Chase Tower, LP. Notwithstanding anything
to the contrary in the Loan Documents, including, without limitation, any prohibitions or
limitations on: transfer of interests in Real Estate Owner, modifications or amendments to the
Tenancy-in-Common Agreement; changes in the identity of the sub-manager of the Property; and
changes to the names of any of the Borrower Parties, Lender agrees that Borrower may modify the
Tenancy-in-Common Agreement to grant to ERG Chase Tower, LP (“ERG Chase”) a right to require of
NNN Chase Tower REO, LP, NNN OF8 Chase Tower REO, LP or NNN VF Chase Tower REO, LP (each, a “Chase
Owner” and collectively, the “Chase Owners”) to purchase all of the interest of ERG Chase in and to
the Property (the “Put Option”) by the giving of not less than thirty nor more than 60 days written
notice to the Chase Owners (the “Option Notice”), with a copy to Lender. Upon receipt of the
Option Notice, the Chase Owners shall (in such percentage interest as they may determine) acquire,
and ERG Chase shall sell, all of the interest of ERG Chase in and to the Property, for $10.00, in a
closing to occur effective as of April 30, 2010, so long as the conditions set forth the next
paragraph have been met to Lender’s reasonable satisfaction.



Lender agrees that the transfer of the interest in the Property owned by ERG Chase pursuant to
this Section 5.5 or the modified Tenancy-in-Common Agreement to one or more of the Chase Owners
(the “ERG Transfer”) shall be a permitted transfer under the Loan Documents and may be transferred
without Rating Agency Confirmation or any transfer fee; provided, however, that prior to such
transfer the following conditions shall be met to Lender’s reasonable satisfaction: Lender shall be
provided notice of such intended transfer as set forth above and Borrower will (a) reimburse Lender
for its actual out-of-pocket costs in connection therewith, including legal fees, (b) execute such
loan documentation reasonably required by Lender as a result of such intended transfer, including
but not limited to assignment and pledge documents (collectively, the “Option Transfer Documents”),
(c) deliver such corporate authority documentation as reasonably required by Lender, and (d) cause
the Title Company to deliver to Lender a revised owner’s title insurance policy (or endorsement to
the existing owner’s title insurance policy) and a revised UCC Title Policy (or endorsement to the
existing UCC Title Policy) both in form and substance satisfactory to Lender, and (e) provide any
authority and enforceability opinions of counsel as reasonably required by Lender.



In the event the preconditions set forth herein to the ERG Transfer have been satisfied to
Lender’s satisfaction, Lender will release Andrew Pastor, Jeffrey S. Newberg, Kirk A. Rudy,
Christopher T. Ellis, David L. Roche, and Arnold B. Miller (collectively, the “Endeavor
Guarantors”) from any obligations arising from their Guaranty Agreement from and after the date of
such transfer. For the purpose of clarity, the Endeavor Guarantors shall remain fully liable for
all of their respective obligations under the Guaranty Agreement arising prior to the transfer
date. The remaining Guarantors will re-affirm their Guaranty Agreements, notwithstanding the
release by Lender of the Endeavor Guarantors.



Lender further agrees that notwithstanding anything to the contrary in the Loan Documents, at
any time during the term of the Loan, ERG Chase, NNN-ERG Chase Tower GP I, LLC, ERG Chase Tower
Limited I, LP, and NNN-ERG Chase Tower GP II, LLC may change their names as permitted under their
internal governing documents and applicable law, with notice to, but without the necessity of
obtaining the consent of Lender.



6. FORBEARANCE COVENANT.



6.1 Borrower and each Guarantor acknowledge and agree that Lender has the free and
unrestricted right, at any time and from time to time, to exercise any and all Remedies
attributable to the Existing Defaults; provided, however, that unless and until a Termination Event
shall occur, Lender shall not, prior to June 30, 2010 (the “Expiration Date”), except as otherwise
expressly provided in this Agreement, exercise any Remedies attributable to the Existing Defaults,
including without limitation: (a) demand payment of the Debt related to the Loan (principal,
interest or otherwise), (b) file any action or proceeding against Borrower or any Guarantor under
or in connection with the Loan Agreement or any of the Loan Documents, or (c) rescind its approval
of Triple Net Properties Realty, Inc. as manager of the Property and the management agreement and
related sub-management agreement between manager and Endeavor Real Estate Management, Ltd. as
sub-manager, or (d) foreclose upon or seek to foreclose upon any of the Security whether in a
judicial or nonjudicial proceeding (the forbearance from such actions by Lender, subject to the
terms and conditions of this Agreement, being herein referred to as the “Forbearance Covenant”).
Borrower expressly acknowledges and agrees, however, that from and after the Expiration Date or
such earlier date as a Termination Event may occur, Lender shall have the right, at any time and
from time to time, to exercise any and all Remedies available to Lender against or with respect to
Borrower or any Guarantor, and the Security to the same extent as Lender would be entitled if the
Forbearance Covenant had never been part of this Agreement. Notwithstanding the foregoing, it is
specifically understood and agreed that the Forbearance Covenant does not relate, extend, or apply
in any manner to (i) any actions that Lender may take under the Loan Agreement, any of the Loan
Documents, or at law or in equity to preserve and protect the Security and the interests of Lender
therein including, without limiting the generality of the foregoing, (A) filing actions against or
defending or intervening in actions brought by third parties or Borrower or any Guarantor relating
to the Security or the interests of Lender therein, or (B) the sending of notices to any Persons
concerning the existence of security interests or liens in favor of Lender concerning the Security
or (ii) the exercise of any other Remedies of Lender, except as expressly provided in the
Forbearance Covenant.



6.2 For purposes of this Agreement, each of the following shall constitute a “Termination
Event”:




	 	(a)	 	Any representation or warranty of Borrower or any
Guarantor in this Agreement shall be or become untrue or inaccurate in
any material respect, except to the extent that changes in the
representations and warranties have been disclosed to Lender in writing
by Borrower and Lender has approved such changes, as provided in
Section 7.1.6 of the Loan Agreement.	 






	 	(b)	 	An Event of Default (other than the Existing Defaults)
shall exist or occur.	 






	 	(c)	 	Borrower or any Guarantor shall breach, default under
or fail fully to perform any of the covenants, agreements and
obligations under this Agreement; provided, that failures to pay
principal or interest shall be governed by Section 7.1.1 of the
Loan Agreement, failure to pay or deposit any amount (other than
principal or interest) shall be governed by Section 7.1.2 of
the Loan Agreement, and other defaults hereunder shall be governed by
Section 7.1.5 of the Loan Agreement.	 





Upon the occurrence of a Termination Event, the Forbearance Covenant and any and all other
obligations of Lender pursuant to this Agreement shall immediately terminate and be without force
or effect, in the same manner and to the same extent as if the same had never been included in this
Agreement, and Lender shall immediately and without further notice be entitled to exercise any and
all Remedies then available to Lender.



7. RELEASE.



Borrower and each Guarantor hereby fully and forever releases and discharges Lender and its
predecessors, successors, assigns, members, managers, affiliates, directors, officers, employees,
agents, attorneys, independent contractors and representatives (whether now or heretofore acting in
such capacity or otherwise) (the “Releasees”), from any and all claims, demands, liabilities,
obligations, actions, causes of action and suits at law or in equity, of whatsoever kind or nature
(including any lender liability claims), whether known or unknown, discovered or undiscovered,
matured or not matured, asserted or unasserted, which Borrower or any Guarantor heretofore had or
asserted or now or hereafter has or may assert against any one or more of the Releasees, arising
out of or in respect of any actions, conduct, circumstances or events on or prior to the date
hereof in connection with the administration by Lender of the Loan, other than with respect to a
breach of this Agreement. In furtherance and not in limitation of the provisions of the preceding
sentence, Borrower and each Guarantor also agree not to sue or prosecute any action against any or
all of the Releasees with respect to any of the matters contemplated within the scope of said
sentence, and Borrower and each Guarantor agrees to hold each and all of the Releasees harmless in
respect of any suit or prosecution by Borrower or any Guarantor in contravention of the provisions
of this sentence.



8. NO FURTHER OBLIGATIONS.



Borrower and each Guarantor acknowledge and agree that (a) Lender has not agreed to, and
Lender has no obligation whatsoever to discuss, negotiate or to agree to, any restructuring of the
Obligations, or any modification, amendment, restructuring or restatement of the Loan Agreement or
the Loan Documents, or to forbear from exercising its Remedies, except as expressly provided in
this Agreement, (b) if there are any future discussions among Lender, Borrower and/or Guarantors
concerning any such modification, amendment, restructuring, restatement or forbearance, that no
modification, amendment, restructuring, restatement, forbearance, compromise, settlement, agreement
or understanding with respect to the Obligations, or the Loan Agreement or the Loan Documents or
any term, provision or aspect thereof, shall constitute a legally binding agreement or contract or
have any force or effect whatsoever unless and until reduced to writing and signed by authorized
representatives of all parties, and that none of the parties hereto shall assert or claim in any
legal proceedings or otherwise that any such agreement exists except in accordance with the terms
of this Agreement; and (c) neither the execution and delivery of this Agreement, nor the execution
and delivery of any prior forbearance agreements nor any combination thereof, has established nor
shall any or all of such instruments be deemed to have established any course of dealing between
the parties hereto or obligation or agreement of any nature whatsoever on the part of Lender with
respect to any future or further extension, if any, of the Expiration Date or any future or further
forbearance, if any, by Lender from the exercise of Remedies.



9. CONSTRUCTION OF AGREEMENT.



Each party hereto acknowledges that it has participated in the negotiation of this Agreement
and no provision of this Agreement shall be construed against or interpreted to the disadvantage of
any party hereto by any court or other governmental or judicial authority by reason of such party
having or being deemed to have structured, dictated or drafted such provision; Borrower and
Guarantors acknowledge and agree that they have each at all times had access to an attorney in the
negotiation of the terms of and in the preparation and execution of this Agreement and have had the
opportunity to review and analyze this Agreement for a sufficient period of time prior to the
execution and delivery of this Agreement; Borrower, Lender and Guarantors further acknowledge and
agree that no representations, warranties, covenants or agreements have been made by or on behalf
of Lender, or relied upon by Borrower or Guarantors pertaining to the subject matter of this
Agreement, other than those that are set forth in this Agreement, and that all of the terms of this
Agreement were negotiated at arm’s-length, and that this Agreement was prepared and executed
without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon
the others, and that the execution and delivery of this Agreement is the free and voluntary act of
Borrower, Lender and each Guarantor.



10. MISCELLANEOUS.



10.1 Except as expressly set forth herein, the covenants, acknowledgments, representations,
warranties, waivers, releases, agreements and obligations of the parties hereto shall survive the
consummation of the transactions contemplated by this Agreement.



10.2 Whenever in this Agreement any party is named or referred to, the successors,
successors-in-title and assigns of such party shall be included, and all covenants and agreements
contained in this Agreement shall bind and inure to the benefit of their respective successors,
successors-in-title and assigns, whether so expressed or not.



10.3 This Agreement shall be construed and enforced in accordance with and governed by all of
the provisions of the Code and by the other internal laws (as opposed to conflicts of law
provisions) of the State of Texas.



10.4 Titles or captions of paragraphs hereof are for convenience only and neither limit nor
amplify the provisions hereof.



10.5 Time is of the essence of this Agreement.



10.6 This Agreement may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which, when so executed and delivered, shall be an
original, but all such counterparts shall together constitute one and the same instrument. This
Agreement may be executed by signature delivered by facsimile transmission or email scan. This
Agreement shall not be recorded.



[SIGNATURE PAGE FOLLOWS]





1






IN WITNESS WHEREOF, the parties hereto, by and through their duly authorized officers, have
executed this Agreement under seal as of the day and year first above written.



	 	 	 
	LENDER:

	 	

	TRANSWESTERN MEZZANINE REALTY

PARTNERS II, LLC, a Delaware limited

liability company

By: /s/ Mark K. Witt

Name: Mark K. Witt

Its: Managing Director

	 	











	BORROWER:

NNN CHASE TOWER, LLC,

a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

formerly known as Triple Net

Properties, LLC, a Virginia limited

liability company, its Vice President

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer

	 	NNN CHASE TOWER MEMBER, LLC,

a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

formerly known as Triple Net

Properties, LLC, a Virginia limited

liability company, its Vice President

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer



	NNN OF 8 CHASE TOWER, LLC,

a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

formerly known as Triple Net

Properties, LLC, a Virginia limited

liability company, its Vice President

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer

	 	NNN OF 8 CHASE TOWER MEMBER, LLC,

a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

formerly known as Triple Net

Properties, LLC, a Virginia limited

liability company, its Vice President

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer






[ADDITIONAL SIGNATURE PAGE FOLLOWS]




BORROWER (continued):



	 	 	 
	NNN-ERG CHASE TOWER GP I, LLC,	 	ERG CHASE TOWER LIMITED I, LP,
	a Delaware limited liability company

By: /s/ Bryce Miller

Name: Bryce Miller

Its: Executive Vice President
	 	a Texas limited partnership

By: NNN-ERG Chase Tower GP II, LLC, a

Delaware limited liability company, its

general partner

By: /s/ Bryce Miller

Name: Bryce Miller

Its: Executive Vice President

	NNN VF CHASE TOWER, LLC,

a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

formerly known as Triple Net

Properties, LLC, a Virginia limited

liability company, its Vice President

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer
	 	NNN VF CHASE TOWER MEMBER, LLC,

a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

formerly known as Triple Net

Properties, LLC, a Virginia limited

liability company, its Vice President

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer







[ADDITIONAL SIGNATURE PAGE FOLLOWS]





2






	 	 	 
	GUARANTORS:

GRUBB & ELLIS REALTY INVESTORS, LLC,

formerly known as Triple Net Properties,

LLC, a Virginia limited liability company

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer

	 	NNN OPPORTUNITY FUNDS VIII, LLC,

a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

formerly known as Triple Net

Properties, LLC, a Virginia limited

liability company, its Manager

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer
	NNN 2003 VALUE FUND, LLC,

a Delaware limited liability company

By: Grubb & Ellis Realty Investors, LLC,

formerly known as Triple Net Properties, LLC,

a Virginia limited liability company,

its Manager

By: /s/ Michael J. Rispoli

Name: Michael J. Rispoli

Its: Chief Financial Officer

	 	























/s/ Andrew Pastor

Andrew Pastor



/s/ Jeffrey S. Newberg


Jeffrey S. Newberg



/s/ Kirk A. Rudy


Kirk A. Rudy



/s/ Christopher T. Ellis


Christopher T. Ellis



/s/ David L. Roche


David L. Roche



/s/ Arnold B. Miller


Arnold B. Miller



3



	 	 	 	 	 
	STATE OF ILLINOIS

COUNTY OF COOK

	 	§

§
	 	



§






BEFORE ME, the undersigned authority, on this day personally appeared Mark K. Witt, a Managing
Director of TRANSWESTERN MEZZANINE REALTY PARTNERS II, LLC, a Delaware limited liability company,
on behalf of said limited liability company.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Lorraine Heart

Notary Public in and for the State of Illinois




	03/03/2013
	 	 	 	Lorraine Heart

Printed Name of Notary







4




	 	 	 	 	 
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 
	My Commission Expires:
	 	/s/ P.C. Han

Notary Public in and for the State of California




	June 25, 2011
	 	P.C. Han

Printed Name of Notary







	 	 	 
	 	 	THE STATE OF CALIFORNIA	 	 	§
	 	 	 	 	 	§
	 	 	COUNTY OF ORANGE	 	 	§
	
	The foregoing instrument was executed and acknowledged before me on this the 17th
	day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
	Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
	President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
	CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
	partnership.





GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF TEXAS

COUNTY OF TRAVIS

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Bryce Miller, Executive Vice President of NNN-ERG CHASE TOWER GP I, LLC, a
Delaware limited liability company, on behalf of said limited liability company.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steven J. Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steven J Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Bryce Miller, Executive Vice President of NNN-ERG CHASE TOWER GP I, LLC, a
Delaware limited liability company, on behalf of said limited liability company.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steven J. Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steven J Harvey

Printed Name of Notary

	THE STATE OF CALIFORNIA

COUNTY OF ORANGE
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF CALIFORNIA

COUNTY OF ORANGE

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:

	 	

	 	/s/ P.C. Han

Notary Public in and for the State of California



	June 25, 2011

	 	 	 	P.C. Han

Printed Name of Notary
	THE STATE OF TEXAS

COUNTY OF TRAVIS

	 	§

§

§
	 	











The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by ANDREW PASTOR.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steven J. Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steven J Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by JEFFREY S. NEWBERG.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steven J. Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steven J Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 20th
day of July, 2009, by KIRK A. RUDY.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 20th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steven J. Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steven J Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 22nd
day of July, 2009, by CHRISTOPHER T. ELLIS.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 22nd day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steven J. Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steven J Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by DAVID L. ROCHE.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steven J. Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steven J Harvey

Printed Name of Notary

	THE STATE OF TEXAS

COUNTY OF TRAVIS
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by ARNOLD B. MILLER.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 	 	 
	My Commission Expires:
	 	

	 	/s/ Steven J. Harvey

Notary Public in and for the State of Texas




	08/24/2011
	 	 	 	Steven J Harvey

Printed Name of Notary

	THE STATE OF CALIFORNIA

COUNTY OF ORANGE
	 	§

§

§
	 	












The foregoing instrument was executed and acknowledged before me on this the 17th
day of July, 2009, by Michael J. Rispoli, Chief Financial Officer of Grubb & Ellis Realty
Investors, LLC f/k/a Triple Net Properties, LLC, a Virginia limited liability company, Vice
President of NNN CHASE TOWER, LLC, a Delaware limited liability company, the general partner of NNN
CHASE TOWER REO, LP, a Texas limited partnership, on behalf of said companies and said limited
partnership.



GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July, 2009.



	 	 	 
	My Commission Expires:
	 	/s/ P.C. Han

Notary Public in and for the State of California




	June 25, 2011
	 	P.C. Han

Printed Name of Notary







5




SCHEDULE 4.11

Senior Loan Reserves




	 	 	 	 	 
	Reserve:	 	Available Amount:
	Debt Service Subfacility
	 	$	0	 
	Leasing Costs Subfacility
	 	$	0	 
	Contingency Subfacility
	 	$	0	 
	Leasing and Improvements Reserve
	 	$	0	 
	Required Repair Funds
	 	$	0	 
	Tax Funds
	 	$	1,401,738.16	 
	Lease Termination Rollover Funds
	 	$	0	 






6




SCHEDULE 4.12

Security Deposits

Attached
















7






SCHEDULE 5.3(f)

Approved Forbearance Period Budget

Attached





8