There has been a high volume of bankruptcy filings over the last three years of the economic downturn and they do not show any signs of letting up.Whether it is Hostess Brands—with the future of Twinkies at risk, the prospect of iconic Kodak in the Bankruptcy Court or AMR Corp.’s flight into Chapter 11 reorganization.

All terms with initial capital letters not otherwise defined herein shall have the meanings set forth in Section 12.20 herein.

This Assignment and Assumption Agreement (this Assignment) is made as of this 28th day of December, 2012, by and between GREIT-SUTTER SQUARE, LP, a California limited partnership (Assignor), and CHEQUERS-SUTTER SQUARE, LLC, a California limited liability company (Assignee).

THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (Second Amendment) between GREIT-SUTTER SQUARE, LP, a California limited partnership, (Seller), G REIT LIQUIDATING TRUST, a Maryland trust (Seller Guarantor), and CHEQUERS SUTTER SQUARE, LLC, a California limited liability company (Buyer) (seller, Seller Guarantor and Buyer sometimes hereafter referred to individually as Party and collectively as Parties), is made and entered into as the latest date set forth below.

The Staff of the SEC’s Division of Corporation Finance has issued a number of no-action letters, including REMEC Liquidating Trust (Mar.

23, 2011), granting relief from the registration and reporting requirements for liquidating trusts.