G reit liquidating trust grantor letter

LIQUIDATING TRUST AGREEMENT Dated as of December 31, 2004 by and among AFG Investment Trust D , a trust formed under the laws of the State of Delaware ("Investment Trust D") as Grantor by AFG ASIT Corporation , not in its individual capacity but solely as the Managing Trustee of Grantor and Wilmington Trust Company , not in its individual capacity but solely as the Liquidating Trustee _________________________________________________________________________________ TABLE OF CONTENTS ARTICLE I: NAME AND DEFINITIONS 2 1.1 Name2 1.2 Certain Terms Defined 2 ARTICLE II: NATURE OF TRANSFER 4 2.1 Purpose of Liquidating Trust 4 2.2 Prohibited Activities 5 2.3 No Reversion to Investment Trust D 5 2.4 Payment of Liabilities & nbsp; 5 2.5 Bill of Sale, Assignment, Acceptance and Assumption Agreement; Instruments of Further Assurance 5 2.6 Incidents of Ownership & nbsp; 6 2.7 Notice to Unlocated Holders of Investment Trust D Units 6 ARTICLE III: BENEFICIARIES 6 3.1 Beneficial Interests 6 3.2 Rights of Beneficiaries 7 3.3 No Transfer of Interests of Beneficiaries 7 3.4 Trustee as Beneficiary & nbsp; 8 ARTICLE IV: DURATION AND TERMINATION OF LIQUIDATING TRUST 8 4.1 Duration 8 4.2 Other Obligations of the Liquidating Trustee upon Termination 8 ARTICLE V: ADMINISTRATION OF LIQUIDATING TRUST ASSETS 8 5.1 Sale of Liquidating Trust Assets 8 5.2 Transactions with Related Persons 9 5.3 Payment of Claims, Expenses and Liabilities 9 5.4 Interim Distributions 9 5.5 Final Distribution ; 9 5.6 Reports to Beneficiaries and Others 10 5.7 Federal Income Tax Information 10 5.8 Employment of Manager 11 ARTICLE VI: POWERS OF AND LIMITATIONS ON THE LIQUIDATING TRUSTEE 11 6.1 Limitations on Liquidating Trustee 11 6.2 Specific Powers of the Liquidating Trustee ; 12 ARTICLE VII: CONCERNING THE LIQUIDATING TRUSTEE, BENEFICIARIES, EMPLOYEES AND AGENTS 15 7.1 Generally 15 7.2 Reliance by Liquidating Trustee 15 7.3 Limitation on Liability to Third Persons & nbsp; 16 7.4 Recitals 17 7.5 Indemnification 17 7.6 Rights of Liquidating Trustee, Employees, Independent Contractors and Agents to Own Liquidating Trust Units or Other Property and to Engage in Other Business 18 7.7 Contribution Back 18 ARTICLE VIII: PROTECTION OF PERSONS DEALING WITH THE LIQUIDATING TRUSTEE 19 8.1 Action by Liquidating Trustee 19 8.2 Reliance on Statements by the Liquidating Trustee 19 ARTICLE IX: COMPENSATION OF LIQUIDATING TRUSTEE 19 9.1 Amount of Compensation & nbsp; 19 9.2 Dates of Payment & nbsp; 19 9.3 Expenses 19 ARTICLE X: THE LIQUIDATING TRUSTEE AND SUCCESSOR LIQUIDATING TRUSTEE 19 10.1 Number and Qualification of Liquidating Trustees 19 10.2 Resignation and Removal 20 10.3 Appointment of Successor 20 10.4 Acceptance of Appointment by Successor Liquidating Trustee 21 10.5 Bonds ; 21 ARTICLE XI: CONCERNING THE BENEFICIARIES 21 11.1 Evidence of Action by Beneficiaries 21 11.2 Limitation on Suits by Beneficiaries 22 11.3 Requirement of Undertaking 22 ARTICLE XII: MEETING OF BENEFICIARIES 22 DIV 12.1 Purpose of Meetings 22 12.2 Meeting Called by Liquidating Trustee 22 12.3 Meeting Called on Request of Beneficiaries 22 12.4 Persons Entitled to Vote at Meeting of Beneficiaries 23 12.5 Quorum 23 12.6 Adjournment of Meeting 23 12.7 Conduct of Meetings 23 12.8 Record of Meeting ; 23 ARTICLE XIII: AMENDMENTS ; 23 13.1 Consent of Beneficiaries 23 13.2 Notice and Effect of Amendment 24 13.3 Liquidating Trustee' s Declining to Execute Documents 24 ARTICLE XIV: MISCELLANEOUS PROVISIONS 24 14.1 Filing Documents 24 14.2 Intention of Parties to Establish Liquidating Trust 24 14.3 Beneficiaries Have No Rights or Privileges as Holders of Investment Trust D Units 24 14.4 Laws as to Construction 25 14.5 Severability 25 14.6 Notices 25 14.7 Counterparts 26 LIQUIDATING TRUST AGREEMENT This LIQUIDATING TRUST AGREEMENT (this "Agreement"), dated as of December 31, 2004 (the "Effective Date"), by and among AFG ASIT Corporation, not in its individual capacity but solely as Managing Trustee (the "Managing Trustee") of AFG Investment Trust D, a trust formed under the laws of the State of Delaware ("Investment Trust D"), pursuant to a certain Third Amended and Restated Declaration of Trust dated as of October 1, 2003, as the same has been amended thereafter from time to time (the "Trust Agreement") and WILMINGTON TRUST COMPANY, a Delaware banking corporation as Liquidating Trustee (the "Liquidating Trustee").

WHEREAS, pursuant to Section 1.6 thereof, the Trust Agreement shall continue in full force and effect until December 31, 2006, except that Investment Trust D shall be dissolved, its affairs wound up and its assets liquidated prior to such date upon the sale or other disposition of all or substantially all of the Assets of Investment Trust D, unless the Managing Trustee elects to continue Investment Trust D' s business for the purpose of the receipt and collection of any consideration to be received in exchange for Assets (which activities shall be deemed to be a part of such sale or other disposition and the winding up of the affairs of Investment Trust D); and WHEREAS, the Trust Agreement provides that the Managing Trustee shall use its best efforts to sell all of the Assets of Investment Trust D not later than the end of the tenth year following Investment Trust D' s Final Closing, provided that market conditions existing at the time permit sale of the Assets on terms deemed reasonable by the Managing Trustee; and WHEREAS, pursuant to the Trust Agreement, the Managing Trustee shall have full power and authority on behalf on Investment Trust D to sell, exchange or otherwise dispose of the Assets on terms the Managing Trustee deems to be in the best interests of Investment Trust D; and WHEREAS, the Managing Trustee has determined that it is necessary and advisable and in the best interest of Investment Trust D to (i) sell or otherwise dispose of all or substantially all of its Assets, (ii) dissolve Investment Trust D, and (iii) wind up the business of Investment Trust D in accordance with the Trust Agreement, pursuant to the Plan of Complete Dissolution and Liquidation (the " Plan" ), entered into as of December 31, 2004 by AFG ASIT Corporation, not in its individual capacity but solely as Managing Trustee and Wilmington Trust Company, not in its individual capacity but solely as Delaware Trustee of Investment Trust D and in conformity with the laws of the State of Delaware; and WHEREAS, all cash including the Cash Reserves and all right, title and interest in and to all other assets of Investment Trust D that could not be sold for cash prior to its dissolution (the "Retained Assets") shall be placed in a separate liquidating trust, identified individually as " AFG Investment Trust D Liquidating Trust," for the benefit of the Beneficiaries (as hereinafter defined), with Wilmington Trust Company an independent, nationally-recognized financial institution as its trustee; and WHEREAS, the Managing Trustee, on behalf of Investment Trust D, wishes to engage Wilmington Trust Company as the trustee of the AFG Investment Trust D Liquidating Trust (referred to hereafter as the " Liquidating Trust" ), and Wilmington Trust Company wishes to accept such engagement, each on the terms set forth in and in accordance with this Agreement; and WHEREAS, capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Trust Agreement.

However, making this determination depends on whether the terms of the trust require all income to be distributed or allocated to beneficiaries or to accumulate within the trust.

If you serve as the trustee of a trust, you have a number of reporting obligations under the federal income tax laws, which includes the preparation of Schedule K-1 for each beneficiary.

In the event you fail to issue a K-1, you may find yourself paying a substantial amount of penalties to the IRS.

In addition to preparing the trust tax return, you must report the amount of “distributable net income”—which is the amount of trust income taxable to the beneficiaries—on a separate K-1 for each beneficiary.

If K-1s are necessary, you must attach all of them to the 1041 and also provide each beneficiary with a copy by the due date of the trust tax return.

Reference is made to the Second Amended and Restated Credit Agreement dated as of December 7, 2007 (as amended by that certain First Letter Amendment dated as of August 4, 2008, the Credit Agreement) by and among Grubb & Ellis Company (the Borrower), the guarantors named therein, Deutsche Bank Trust Company Americas, as administrative agent (the Administrative Agent), the financial institutions identified therein as lender parties (the Lender Parties), Deutsche Bank Trust Company Americas, as syndication agent, and Deutsche Bank Securities Inc., as sole book running manager and sole lead arranger.

Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Credit Agreement.

S., a domestic partnership, a domestic corporation, any estate other than a foreign estate and certain trusts. Section 6012 contains the requirements for when an individual or entity is required to file a U. A domestic trust is a grantor trust if it meets any one of the criteria set forth under sections 671 through 679. A major distinction between the taxation of a foreign trust compared to a U. domestic trust is the inclusion of capital gains and losses in DNI. Federal Income Taxation of Foreign Nongrantor Trusts In a year when a foreign nongrantor trust makes distributions in excess of the current year DNI calculation, the U. beneficiaries will be required to calculate tax due on any part of that distribution which qualifies as an “accumulation distribution.” That is, where a trust has made a distribution in excess of the trust’s current year DNI, the trust either makes a distribution of capital or an accumulation distribution.

In the case of a grantor trust, all items of income, deduction and credit of the trust are includable in the grantor’s income as if the assets were owned by the grantor personally. person transfers property to a foreign trust, section 679 may treat such U. transferor as the owner of the trust’s assets for U. federal tax purposes if the foreign trust that has one or more U. S.); (3) the trust is a foreign trust; and (4) the trust has a U. DNI conceptually represents the total income of the trust before any distributions to beneficiaries, etc.

Kobel, solely for the purpose of Section 5(a) in his capacity as a THIS Amendment of Agreement (this Amendment) is entered into to be effective as of April 30, 2010 (the Effective Date) between GREIT-PACIFIC PLACE, LP, a Delaware limited partnership (Seller) and BOXER F2, L. THIS MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (the Agreement) is made as of October 22, 2010 by Andrea R.

Biller (Assignor) and Grubb & Ellis Equity Advisors, LLC, a Delaware limited liability company (GEEA) and Grubb & Ellis Equity Advisors, Property Management, Inc., a Delaware corporation (GEEA PM, and together with GEEA, Assignee).

(f) "Investment Trust D" shall mean the trust formed under the laws of the State of Delaware, under a certain Third Amended and Restated Declaration of Trust dated as of October 1, 2003, as the same has been amended thereafter from time to time, maintained by the Managing Trustee, identified as " AFG Investment Trust D;" also referred to herein as the " Trust." (g) "Investment Trust D Units" shall mean the units in Investment Trust D held by each of the Beneficiaries as of the Record Date.