Exhibit 10.8

RECORDING REQUESTED BY AND WHEN

RECORDED MAIL TO:

NW Congress Center Manager LLC

c/o Northwood Investors LLC

575 Fifth Avenue, 23rd Floor

New York, NY 10017

Attention: Shiva Viswanathan

Above Space for Recorder’s Use

TERMINATION OF AMENDED AND RESTATED TENANT IN COMMON AGREEMENT

This TERMINATION OF AMENDED AND RESTATED TENANT IN COMMON AGREEMENT (“Termination”) is dated as of October     , 2012, by and among the parties identified on Exhibit “A” attached hereto and incorporated herein (referred to individually as a “Tenant in Common” and collectively as the “Tenants in Common”).

RECITALS

A. The Tenants in Common own undivided interests in the percentages set forth in Exhibit “A” in that certain real property described on Exhibit “B” attached hereto and incorporated herein and all improvements located thereon (collectively, the “Project”).

B. The Tenants in Common are party to that certain Tenants in Common Agreement recorded September 9, 2004 as Instrument No. 0425341120 at the Cook County Recorder of Deeds’ Office in Chicago, Illinois, as assigned and assumed (the “TIC Agreement”).

C. The parties hereto desire to terminate the TIC Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this Termination and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.

1. Termination of Agreements. The TIC Agreement is hereby terminated effective as of the date set forth above.

2. General Provisions.

2.1 Governing Law. This Termination shall be governed by and construed under the internal laws of the State of Illinois without regard to choice of law rules.

2.2 Counterparts. This Termination may be executed in counterparts, each of which, when taken together, shall be deemed one fully executed original.

 

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 16 day of October, 2012.

 

STATE OF California )

                                      ) ss.

COUNTY OF Orange)

On Oct 16, 2012, before me, S. McLean, a Notary Public in and for said County and State, personally appeared Todd Mikles, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ S. McLean
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the         day of             , 2012.

 

STATE OF CALIFORNIA )

                                              ) ss.

COUNTY OF ORANGE    )

On Oct 17, 2012, before me, S. McLean, a Notary Public in and for said County and State, personally appeared Gary T. Wescombe, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ S. McLean
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12 day of October, 2012.

 

STATE OF FL                    )

                                              ) ss.

COUNTY OF MIAMI-DADC )

On October 12, 2012, before me, MELINDA ROBBIN, a Notary Public in and for said County and State, personally appeared Edward Henkin, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of FL that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ Melinda JP Robbin
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12th day of October, 2012.

 

STATE OF Illinois )

                                 ) ss.

COUNTY OF Cook)

On October 12, 2012, before me, Bryan Fitzsimmons, a Notary Public in and for said County and State, personally appeared E. Ratcliffe Anderson, Jr. MD, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of Illinois that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

 

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the                  day of                 , 2012.

 

 

STATE OF		Illinois			)
					) SS.
COUNTY OF		Will			)

On Oct 13th, 2012, before me, Jorja Sheridan, a Notary Public in and for said County and State, personally appeared George Vrakas, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of Illinois that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ Jorja Sheridan
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 15 day of Oct, 2012.

 

 

STATE OF		California			)
					) ss.
COUNTY OF		San Francisco			)

On 15 October, 2012, before me, Raymond J. Vitale, a Notary Public in and for said County and State, personally appeared Katherine Ann Sofos Looper, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledge to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ Raymond J. Vitale
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 16 day of Oct, 2012.

 

 

STATE OF		California		)
				) ss.
COUNTY OF		Orange		)

On Oct 16, 2012, before me, S. McLean, a Notary Public in and for said County and State, personally appeared Todd Mikles, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of CA that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ S. McLean
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12^th day of October, 2012.

 

 

STATE OF		California		)
				) ss.
COUNTY OF		Santa Clara		)

On October 12, 2012, before me, Annie Tyler, a Notary Public in and for said County and State, personally appeared Pat McRoberts, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ Annie Tyler
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12 day of October, 2012.

 

 

STATE OF		California		)
				) ss.
COUNTY OF		Orange		)

On October 12, 2012, before me, Shannon Patton, a Notary Public in and for said County and State, personally appeared Mark Van Mourick, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledge to me that he executed the same in his authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ Shannon Patton
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12^th day of OCTOBER, 2012.

 

 

STATE OF		CALIFORNIA		)
				) ss.
COUNTY OF		SAN FRANCISCO		)

On 10-12, 2012, before me, JAMES APPENRODT, a Notary Public in and for said County and State, personally appeared RONALD E. ROSDEN, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of CALIFORNIA that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ James Appenrodt
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12th day of October, 2012.

 

 

STATE OF		Iowa		)
				) ss.
COUNTY OF		Adair		)

On October 12^th, 2012, before me, Kimberly S. Behnken, a Notary Public in and for said County and State, personally appeared John A. Fils, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of Iowa that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ Kimberly S. Behnken
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12^th day of October, 2012.

 

 

STATE OF		California)
		) ss.
COUNTY OF		Sonoma    )

On 10-12, 2012, before me, Karen Curran, a Notary Public in and for said County and State, personally appeared John E. Mathwig, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the within instrument and acknowledge to me that he executed the same in his authorized capacity(ies), and that by his signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ Karen Curran
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 15^th day of October, 2012.

 

 

STATE OF		CA                )
		) ss.
COUNTY OF		Contra Costa )

On October 15, 2012, before me, Shannon Marie Castro, a Notary Public in and for said County and State, personally appeared Lowell K. Etzel and Vannee Etzel, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are subscribed to the within instrument and acknowledge to me that they executed the same in their authorized capacity(ies), and that by their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of CA that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

		/s/ Shannon Marie Castro
		Notary Public

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 11 day of October, 2012.

 

STATE OF Illinois )

                                 ) ss.

COUNTY OF Cook)

On October 11, 2012, before me, Lisa N Kane, a Notary Public in and for said County and State, personally appeared Thomas F. Scheidt, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of Illinois that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

 

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 11 day of October, 2012.

 

 

 

STATE OF Illinois		)
		)		ss.
COUNTY OF Cook		)

On October 11, 2012, before me, Lisa N Kane, a Notary Public in and for said County and State, personally appeared Ellen B. Friedman, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of Illinois that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

 

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12 day of October, 2012.

 

 

 

STATE OF Pennsylvania		)
		)		ss.
COUNTY OF Allegheny		)

On October 12, 2012, before me, Colleen Kelly Cook, a Notary Public in and for said County and State, personally appeared Stanley Cohen, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of Pennsylvania that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

 

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12 day of October, 2012.

 

 

STATE OF Pennsylvania		)
		)		ss.
COUNTY OF Allegheny		)

On October 12, 2012, before me, Colleen Kelly Cook, a Notary Public in and for said County and State, personally appeared Paul L. Cohen, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of Pennsylvania that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

 

---

IN WITNESS WHEREOF, the parties have executed this Termination as of the date set forth above.

Dated as of the 12 day of October, 2012.

 

 

STATE OF California		)
		)		ss.
COUNTY OF Orange		)

On October 12, 2012, before me, Mona E. Krocka, a Notary Public in and for said County and State, personally appeared Dickson Shafer, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledge to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY of PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

 

 

---

---

EXHIBITS

Exhibit “A” Tenants in Common

Exhibit “B” Description of the Project

---

EXHIBIT “A”

TENANTS IN COMMON

 

Tenant in Common		Percentage Interest
NNN Congress Center, LLC, a Delaware limited liability company			28.879	%
GREIT – Congress Center, LLC, a Delaware limited liability company			30.000	%
NNN Congress Center 1, LLC, a Delaware limited liability company			4.500	%
NNN Congress Center 2, LLC, a Delaware limited liability company			3.625	%
NNN Congress Center 3, LLC, a Delaware limited liability company			1.375	%
NNN Congress Center 4, LLC, a Delaware limited liability company			2.125	%
NNN Congress Center 5, LLC, a Delaware limited liability company			1.625	%
NNN Congress Center 6, LLC, a Delaware limited liability company			1.750	%
NNN Congress Center 7, LLC, a Delaware limited liability company			5.125	%
NNN Congress Center 8, LLC, a Delaware limited liability company			1.875	%
NNN Congress Center 10, LLC, a Delaware limited liability company			1.750	%
NNN Congress Center 11, LLC, a Delaware limited liability company			4.000	%
NNN Congress Center 12, LLC, a Delaware limited liability company			1.750	%
NNN Congress Center 13, LLC, a Delaware limited liability company; NNN Congress Center 14, LLC, a Delaware limited liability company			2.750	%
NNN Congress Center 15, LLC, a Delaware limited liability company			1.693	%
NNN Congress Center 16, LLC, a Delaware limited liability company			1.693	%
NNN Congress Center 17, LLC, a Delaware limited liability company			5.485	%
TOTAL:			100.00	%

 

Exhibit A

---

EXHIBIT “B”

DESCRIPTION OF THE PROJECT

Parcel 1:

Lots 1 through 12 inclusive (except the East 56 feet of said Lots 1 through 12) and the North 9.4 feet of the West 94.89 feet of Lot 13, Lot 24 (except the South 9.4 feet thereof) and all of Lots 25 to 40 inclusive in Moseley and McCord’s Subdivision of Block 53 in School Section addition to Chicago in Section 16, Township 39 North, Range 14 East of the Third Principal Meridian, in Cook County, Illinois.

Parcel 2:

The East 1/2 of the vacated alley lying West of and adjacent to Lot 39, Lots 4 through 12 inclusive and the North 9.4 feet of the West 94.89 feet of Lot 13 all in Mosley and McCord’s Subdivision of Block 53 in School Section addition to Chicago in Section 16, Township 39 North, Range 14 East of the Third Principal Meridian, in Cook County, Illinois.

Parcel 3:

The West 1/2 of the vacated alley lying East of and adjacent to Lot 24 (except the South 9.4 feet thereof), Lots 25 through 33 inclusive and Lot 38 all in Moseley and McCord’s Subdivision of Block 53 in School Section addition to Chicago in Section 16, Township 39 North, Range 14 East of the Third Principal Meridian, in Cook County, Illinois.

Save and except the following from Parcels 1, 2 and 3:

The West 113.00 feet (measured perpendicularly) of the following described property, all taken as one tract: Lot 24, except the South 9.40, and all of Lots 25 through 37, both inclusive, in Moseley and McCord’s Subdivision of Block 53 in School Section addition to Chicago, a subdivision in Section 16, Township 39 North, Range 14 East of the Third Principal Meridian, in Cook County, Illinois.

Note: For informational purposes only, the land is known as:

525 W Van Buren St.

Chicago, IL 60607

PIN: 17-16-129-087-0000 Vol. 591

 

Exhibit B