FOURTH AMENDMENT TO AND WAIVER OF LOAN AGREEMENT

FOURTH AMENDMENT TO AND WAIVER OF LOAN AGREEMENT

THIS FOURTH AMENDMENT TO AND WAIVER OF LOAN AGREEMENT (this “Amendment”), executed and delivered as of September 15, 2008, is between GRUBB & ELLIS APARTMENT REIT, INC. (formerly known as NNN Apartment REIT, Inc.), a Maryland corporation (the “ Company ”), and WACHOVIA BANK, NATIONAL ASSOCIATION , a national banking association (the “ Lender ”).

RECITALS:

A. Pursuant to that certain Loan Agreement between the Company and the Lender dated as of November 1, 2007, as amended by that certain First Amendment to and Waiver of Loan Agreement dated as of December 21, 2007, by that certain Second Amendment to and Waiver of Loan Agreement dated as of March 31, 2008 and by that certain Third Amendment to and Waiver of Loan Agreement dated as of June 26, 2008 (as so amended, the “ Loan Agreement ”), the Lender made available to the Company a revolving line of credit in an outstanding aggregate principal amount not to exceed $16,000,000.00, as evidenced by that certain Amended and Restated Promissory Note dated as of March 31, 2008 made by the Company and payable to the order of the Lender (the “ Note ”).

B. The Company has notified the Lender that it intends to acquire (the “ Proposed Acquisition ”), through its subsidiary Grubb & Ellis Apartment REIT Holdings, LP (formerly known as NNN Apartment REIT Holdings, L.P.), a multi-family property known as Canyon Ridge Apartments, located in Nashville, Tennessee, which property will be owned by G&E Apartment REIT Canyon Ridge, LLC, a Delaware limited liability company (the “ New Property Owner ”). The Company has requested an Advance under the Loan Agreement to finance, in part, the Proposed Acquisition. The Company has also requested an extension of the maturity date of the credit facilities extended pursuant to the Credit Agreement. The Lender has agreed to make such Advance, to agree to such extension, and to continue to make available to the Company the credit facilities provided for in the Loan Agreement, subject to and on the terms and conditions stated herein.

C. Capitalized terms not otherwise defined herein shall have such meaning as assigned to them in the Loan Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the parties hereto agree as follows:

Section 1. Amendments to Loan Agreement.

(a) Paragraph 7(c) of the Loan Agreement is hereby amended by adding the following proviso to the end thereof immediately preceding the period at the end of the sentence:

“; provided further , that notwithstanding the foregoing prohibition, the Company shall be permitted to incur Indebtedness from time to time in the form of a limited guaranty of any Property Owner’s obligations under its Property Loan in favor of the lender thereof, with respect to any Property the acquisition of which is financed in part with the proceeds of an Advance hereunder, so long as  (i) the Company’s obligations thereunder are limited to guaranteeing the recourse obligations and the environmental liabilities of such Property Owner under such Property Loan and liabilities arising from a voluntary bankruptcy or the bankruptcy of an Affiliate, and (ii) such guaranty is otherwise in form and content acceptable to the Lender”

(b) The following paragraph is hereby added as a new Paragraph 9(l) to the Loan Agreement:

“9(l) Acknowledgments and Agreements Regarding Canyon Ridge Property Loan and Pledge of Equity Interests in G&E Apartment REIT Canyon Ridge, LLC . The parties hereto agree and acknowledge that: (i) the Canyon Ridge Property Loan is being made to G&E Apartment REIT Canyon Ridge, LLC by Capmark Bank, (ii) Capmark Bank intends to sell the Canyon Ridge Property Loan to Freddie Mac, who will become the lender thereunder, (iii) pursuant to the Pledge Agreement, the Pledgor has pledged in favor of the Lender all right, title and interest in the “Class B Interest” the Pledgor owns in G&E Apartment REIT Canyon Ridge, LLC (as the term “Class B Interest” is defined in the operating agreement of such limited liability company), (iv) the “Class B Interest” so pledged constitutes a forty-nine percent (49%) interest in G&E Apartment REIT Canyon Ridge, LLC, and (v) Freddie Mac, as the lender under the Canyon Ridge Property Loan, has not agreed to permit the pledge by the Pledgor of any interest in G&E Apartment REIT Canyon Ridge, LLC, other than the pledge of the “Class B Interest” in such limited liability company.”

(c) Paragraph 10 of the Loan Agreement is hereby amended by amending and restating the following defined terms in their entirety:

“Creekside and Kedron Advance Overage” means that portion of the outstanding principal amount of the Loan which was in excess of $10,000,000.00 as a result of the making of the Creekside and Kedron Advance; provided that such excess amount did not exceed $6,000,000.00 at any time; provided further , that the Creekside and Kedron Advance Overage has been repaid in full and may not be reborrowed.

“ Maturity Date ” shall mean (i) in the event that on November 1, 2008 the Company shall have repaid the outstanding Advances under the Loan in an amount sufficient to cause the outstanding principal amount of the Loan to be less than or equal to Six Million Dollars ($6,000,000.00), then the Maturity Date shall be November 1, 2009, as such date may be extended by the Lender, in its sole and absolute discretion, and (ii) in the event that on November 1, 2008 the Company shall not have repaid the outstanding Advances under the Loan in an amount sufficient to cause the outstanding principal amount of the Loan to be less than or equal to Six Million Dollars ($6,000,000.00), then the Maturity Date shall be November 1, 2008.

“ Property Owners ” shall mean the collective reference to: Apartment REIT Walker Ranch, L.P., Apartment REIT Hidden Lakes, L.P., Apartment REIT Park at North Gate, L.P., Apartment REIT Residences at Braemar, LLC, Apartment REIT Bay Point Resort, LLC, Apartment REIT Towne Crossing, L.P., Apartment REIT Villas of El Dorado, LLC, G&E Apartment REIT The Myrtles at Olde Towne, LLC, G&E Apartment REIT The Heights at Olde Towne, LLC, G&E Apartment REIT Arboleda, LLC, G&E Apartment REIT Creekside Crossing, LLC, G&E Apartment REIT Kedron Village, LLC, G&E Apartment REIT Canyon Ridge, LLC and to any other Person which may become the fee owner of a Property on or after the date hereof.

(d) Paragraph 10 of the Loan Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order:

“ Canyon Ridge Property ” means that certain multi-family property known as Canyon Ridge Apartments, located in Nashville, Tennessee, which Property shall be owned by G&E Apartment REIT Canyon Ridge, LLC.

“ Canyon Ridge Property Loan ” means that certain first priority real estate-secured loan made or to be made by a financial institution to G&E Apartment REIT Canyon Ridge, LLC, which loan is secured by a first priority lien on the Canyon Ridge Property.

Section 2. Waiver . Pursuant to Paragraph 9(b) of the Loan Agreement and solely with respect to the Proposed Acquisition, the Lender hereby waives (a) the requirement set forth in Paragraph 6(i)(i) of the Loan Agreement that Pledgor pledge of all of the Ownership Interests in the New Property Owner in favor of Lender, and (b) the requirement set forth in Paragraph 6(i)(ii) of the Loan Agreement that the provisions of the Property Loan Documents to which the New Property Owner is a party specifically permit and consent to the pledge of one hundred percent (100%)