1077241--3/22/2010--T_REIT_LIQUIDATING

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{investment, property, distribution}

{loan, real, estate}

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{tax, income, asset}

{loss, insurance, financial}

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The downturn in the credit markets may increase the cost of borrowing, and may make it difficult for prospective buyers of the Congress Center property to obtain financing, which would have a material adverse effect on our liquidation. Our ability to dispose of our interest in the Congress Center property and our ability to pay distributions to our beneficiaries are subject to general economic and regulatory factors we cannot control or predict. We may delay or reduce our estimated liquidating distributions. If any of the parties to a future sale agreement default thereunder, or if a sale does not otherwise close, our liquidating distributions to our beneficiaries may be delayed or reduced. Decreases in property values may reduce the amount that we receive upon the sale of our interest in the Congress Center property. If we are unable to maintain the occupancy rates of currently leased space and lease currently available space, if tenants default under their leases or other obligations to us during the liquidation process or if our cash flow during the liquidation is otherwise less than we expect, our liquidating distributions to our beneficiaries may be delayed and/or reduced. If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions to our beneficiaries may be delayed and/or reduced. If we are not able to sell the Congress Center property in a timely manner, we may experience severe liquidity problems, may not be able to meet our obligations to our creditors and ultimately may become subject to bankruptcy proceedings. We may be unable to secure funds for future capital improvements, which could adversely impact our ability to attract or retain tenants, and subsequently pay liquidating distributions to our beneficiaries. The Congress Center property is subject to property taxes that may increase in the future, which could adversely affect our ability to sell our interest in the Congress Center property and to subsequently pay liquidating distributions to our beneficiaries. There can be no assurance that the plan of liquidation will result in greater returns to our beneficiaries on their investment within a reasonable period of time, than our beneficiaries would receive through other alternatives reasonably available to us. We have terminated our regular monthly distributions and future liquidating distributions will be determined at the sole discretion of our Trustee. Our Trustee may amend the plan of liquidation without further beneficiary approval. We have the authority to sell our remaining asset under terms less favorable than those assumed for the purpose of estimating our net liquidation value range. The plan of liquidation may lead to litigation which could result in substantial costs and distract our Trustee. Our Advisor has conflicts of interest that differ from our beneficiaries interests as a result of the liquidation. We do not have an executed advisory agreement, and we could lose the services of our Advisor, which may increase operating expenses, and delay or reduce our liquidating distributions. If our Advisor is unable to retain key executives and employees sufficient to complete the plan of liquidation in a reasonably expeditious manner, our liquidating distributions might be delayed or reduced. Our beneficiaries may not receive any profits resulting from the sale of our remaining asset, or receive such profits in a timely manner, because we may provide financing to the purchaser of our remaining asset. Beneficiaries could be liable to the extent of liquidating distributions received from us if contingent reserves are insufficient to satisfy our liabilities. We may have underestimated the amount of prepayment fees or defeasance charges on our mortgages. We may incur increasingly significant costs in connection with Sarbanes-Oxley compliance and we may become subject to liability for any failure to comply. Other Risks of Our Business Due to the risks involved in the ownership of real estate, there is no guarantee of any return on our beneficiaries investments and our beneficiaries may lose some or all of their investments. If our unconsolidated property is unable to generate sufficient funds to pay its expenses, liabilities or distributions, our liquidating distributions to our beneficiaries may be reduced and/or delayed. Our unconsolidated property faces significant competition. We depend upon our tenants to pay rent, and their inability to pay rent may substantially reduce our revenues and cash available for distribution to our beneficiaries. Our use of borrowings on the Congress Center property could result in its foreclosure and unexpected debt service expenses upon refinancing, both of which could have an adverse impact on our operations and cash flow. Additionally, restrictive covenants in our loan documents may restrict our operating activities. Due to our ownership of only an unconsolidated property interest in the Congress Center property, we are dependent upon those tenants that generate significant rental income for the Congress Center property, which may have a negative impact on our financial condition if these tenants are unable to meet their rental obligations to us. Lack of diversification and illiquidity of real estate may make it difficult for us to sell our remaining asset or recover our investment in that asset. Lack of geographic diversity may expose us to regional economic downturns that could adversely impact our operations or our ability to recover our investment in the Congress Center property. Losses for which we either could not or did not obtain insurance will adversely affect our earnings and we may be unable to comply with insurance requirements contained in mortgage or other agreements due to high insurance costs. We are currently involved in litigation, which could reduce the amount of our liquidation distributions. The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay liquidating distributions. There is currently no public market for our units of beneficial interest and the units of beneficial interest may not be transferred except by operation of law or upon the death of a beneficiary. The Congress Center property was purchased at a time when the commercial real estate market was experiencing substantial influxes of capital investment and competition for properties; therefore the Congress Center property may not maintain its current value or may further decrease in value.

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1077241--3/22/2010--T_REIT_LIQUIDATING_TRUST