**Exhibit 10.40**OWNERSHIP INTERESTS PLEDGE AND SECURITY AGREEMENT1. Grant of Security Interest. Hines REIT Properties, L.P., a Delaware limited partnership,having an address at c/o Hines Interests Limited Partnership, 2800 Post Oak Blvd., Suite 5000,Houston, Texas 77056 (“Pledgor”) does hereby pledge, assign, transfer and deliver toKeyBank National Association, a national banking association, having an address at 127 PublicSquare, Cleveland, Ohio 44114, in its capacity as administrative agent (together with any successoradministrative agent appointed pursuant to Section 11 of the Term Loan Agreement (as hereinafterdefined), “Administrative Agent”), for itself and such other financial institutions(collectively, “Lenders”) as may become parties to (in accordance with the terms of) thatcertain Term Loan Agreement (hereinafter the “Term Loan Agreement”) dated as of even dateherewith, by and among Pledgor, as borrower, Administrative Agent and Lenders, and does herebygrant to Administrative Agent on behalf of Lenders a continuing security interest in the Collateral(as hereinafter defined) to secure the payment and performance in full of the Obligations (ashereinafter defined).2. Term Loan Agreement and Defined Terms. This agreement (“Pledge and SecurityAgreement” or “Agreement”) is delivered pursuant to the terms of the Term LoanAgreement. Capitalized terms used herein which are not otherwise specifically defined herein shallhave the same meaning herein as in the Term Loan Agreement.3. Collateral. The term “Collateral” shall mean and include the followingproperty, wherever located: (a) all of Pledgor’s right, title and interest in each Portfolio Investment (allPortfolio Investments included in the Collateral pursuant to this clause (a) or clause(b) below of this Section 3 are referred to herein as “Pledged Interests”) (asof the Closing Date the Pledged Interests consist solely of the Portfolio Investmentslisted on Exhibit A);  (b) all Portfolio Investments acquired by Pledgor after the Closing Date;provided, however, that, if the terms of any third party financingproposed to be obtained in connection with the acquisition of any Portfolio Assetrelating to any such Portfolio Investment would prohibit Pledgor from pledging in favorof Administrative Agent on behalf of Lenders one hundred percent (100%) of suchPortfolio Investment, then only that portion of such Pledged Interest that is permittedto be pledged under the terms of such financing (and, in each case, to the greatestextent so permitted) shall be included in the Collateral; provided further,however, that in no event shall less than forty nine percent (49%) of suchPortfolio Investment be included in the Collateral without the consent of AdministrativeAgent on behalf of Lenders, such consent not to be unreasonably withheld or delayed;  (c) all certificates or other instruments, if any, representing a Pledged Interest;
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 (d) all Pledgor’s income, cash flow, rights of distribution, dividends, interest,proceeds, accounts, fees, profits, or other rights to payment which in any way relate toor arise out of the Pledged Interests;  (e) all rights of access arising from the Pledged Interests to books, records,information and electronically stored data relating to any of the foregoing; and  (f) the Borrower Escrow Account, including all funds deposited therein pursuant toSection 3.3 of the Term Loan Agreement and any income earned on such funds.4. Obligations. The term “Obligations” shall mean all obligations of Pledgor toAdministrative Agent and Lenders, whether now existing or hereafter arising, direct or indirect,absolute or contingent, under any one or more of: (i) this Agreement; (ii) the Term LoanAgreement, the Note(s), or any other Credit Document; and (iii) each of the same as hereaftermodified, amended, extended or replaced in accordance with the terms thereof.5. Warranties and Representations. Pledgor warrants and represents to, and agrees with,Administrative Agent on behalf of Lenders that: 5.1 Pledgor is the owner of the Collateral free and clear of all pledges, liens,security interests and other encumbrances of every nature whatsoever, except for (i) anyliens or encumbrances in effect as of the date hereof which have been disclosed toAdministrative Agent; or (ii) any such liens or encumbrances in favor of AdministrativeAgent on behalf of Lenders;  5.2 Pledgor has the full right, power and authority to pledge the Collateral and togrant the security interest in the Collateral as herein provided;  5.3 There are no restrictions on, or consents required with respect to, the transferof the Collateral to Administrative Agent on behalf of Lenders hereunder, or, except asprovided in the organizational documents of the Portfolio Investment Entities, withrespect to any subsequent transfer thereof or realization thereupon by AdministrativeAgent on behalf of Lenders;  5.4 Each Pledged Interest listed on Exhibit A is as described and set forthon Exhibit A attached hereto and made a part hereof;  5.5 True and complete copies of the organizational documents of each of the PortfolioInvestment Entities listed on Exhibit A have been delivered by Pledgor toAdministrative Agent on behalf of Lenders, and, as of the date hereof, the same have notbeen further amended or modified in any respect whatsoever;  5.6 All of the warranties and representations made by or in respect of Pledgor underthe Term Loan Agreement are true and accurate;
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 5.7 The execution, delivery and performance of this Agreement by Pledgor does not andshall not result in the violation of any mortgage, indenture, material contract,instrument, agreement, judgment, decree, order, statute, rule or regulation to whichPledgor is subject, or by which it or any of its property is bound;  5.8 This Agreement constitutes a legal, valid and binding obligation of Pledgor inaccordance with the terms hereof and has been duly authorized, executed and delivered byPledgor.6. Pledgor’s Agreements. Pledgor agrees so long as the Obligations remain outstandingthat: 6.1 Pledgor shall execute all such instruments, documents and papers, and will do allsuch acts as Administrative Agent may reasonably request from time to time to carry intoeffect the provisions and intent of this Agreement including, without limitation, theexecution of stop-transfer orders, stock powers, notifications to obligors on theCollateral, the providing of notification in connection with book-entry securities orgeneral intangibles, and the providing of instructions to the issuers of uncertificatedsecurities, and will do all such other acts as Administrative Agent on behalf of Lendersmay reasonably request with respect to the perfection and protection of the pledge andsecurity interests granted herein and the assignments effected hereby;  6.2 Except for any liens or encumbrances in effect as of the date hereof that havebeen disclosed to Administrative Agent or liens or encumbrances permitted by the TermLoan Agreement, Pledgor shall keep the Collateral free and clear of all liens,encumbrances, attachments, security interest pledges and charges;  6.3 Except as permitted by the Term Loan Agreement, Pledgor shall not transfer theCollateral or any direct or indirect interest therein to any other Person;  6.4 Except as provided below, Pledgor shall deliver to Administrative Agent on behalfof Lenders, if and when received by Pledgor, any item representing or constituting anyof the Collateral including, without limitation, all cash dividends and distributions.If under any circumstance whatsoever any such proceeds should be paid to or come intothe hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery toAdministrative Agent on behalf of Lenders to be held as additional Collateral.Notwithstanding the foregoing, so long as Pledgor, as borrower under the Term LoanAgreement, is not required to deposit funds into the Borrower Escrow Account on the datea cash dividend or distribution with respect to the Collateral is received by Pledgor,Pledgor may retain or dispose of such cash dividend or distribution, but may not retain,and shall deliver to Administrative Agent on behalf of Lenders, as set forth above, allcertificates of ownership whether now existing or hereafter received as a result of anydividends, splits or other transactions in or affecting the Collateral. AdministrativeAgent on behalf of Lenders shall apply all such dividends and distributions so deliveredto or as may
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   be received by Administrative Agent on behalf of Lenders in accordance with Section3.3 of the Term Loan Agreement;  6.5 Except as permitted by the Term Loan Agreement or this Agreement, Pledgor shallnot exercise any right with respect to the Collateral which would materially dilute ormaterially adversely affect Administrative Agent’s or Lenders’ security interest in theCollateral;  6.6 Except as permitted by the Term Loan Agreement, Pledgor shall not, without theprior written consent of Administrative Agent on behalf of Lenders in each instance,which consent shall not be unreasonably withheld or delayed, vote the Collateral infavor of or consent to any resolution or action which does or might: (i) impose any additional restrictions upon the sale, transferor disposition of the Collateral other than restrictions, if any, theapplication of which is waived to the full satisfaction of AdministrativeAgent on behalf of Lenders as to the Collateral; or  (ii) result in the issuance of any additional interest in any ofthe Portfolio Investment Entities, or of any class of security, whichissuance could reasonably be expected to materially adversely affect thevalue of the Collateral; or  (iii) vest additional powers, privileges, preferences orpriorities in any other class of interest in any of the Portfolio InvestmentEntities to the material detriment of the value of or rights accruing to theCollateral; or  (iv) permit any of the Portfolio Investment Entities to sell,transfer, assign, pledge, mortgage, or otherwise encumber any property, assetsor investments owned by such Portfolio Investment Entity, or to incur any newIndebtedness; 6.7 Except as permitted by the Term Loan Agreement, Pledgor shall not enter into orconsent to any amendment or modification of or with respect to the governing documentsof any of the Portfolio Investment Entities which could reasonably be expected tomaterially adversely affect the value of the Collateral without the prior writtenconsent of Administrative Agent on behalf of Lenders in each instance, which consentshall not be unreasonably withheld or delayed;  6.8 Insofar as the same may be material or significant to Administrative Agent’s orLenders’ interests, Pledgor shall perform in all material respects all of itsobligations as a partner, member or shareholder of each Portfolio Investment Entity andshall enforce, to the extent provided for it in the governing documents of suchPortfolio Investment Entity all of the obligations of the other shareholders, partnersor members of such Portfolio Investment Entity;
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 6.9 Pledgor shall not itself or on behalf of any Portfolio Investment Entity take anyaction which would cause or result in a violation of any provisions of the CreditDocuments; and  6.10 Pledgor shall take all such actions as may be necessary or desirable in order toinsure that all of the Obligations of the Pledgor under the Credit Documents arepunctually and faithfully paid and performed in the manner provided for therein.7. Events of Default. 7.1 Upon the occurrence and during the continuance of any Event of Default,Administrative Agent on behalf of Lenders may exercise any one or more of the rights andremedies as hereinafter set forth or as set forth and provided for in each of the otherCredit Documents.  7.2 Prior to the occurrence of an Event of Default, and after the cure of such Eventof Default (if cured prior to an acceleration of the Loan Maturity by AdministrativeAgent) and the reimbursement by Pledgor of all expenses incurred by Administrative Agentand Lenders resulting from such Event of Default, Pledgor shall be entitled to exerciseany and all rights to receive cash dividends and distributions, consent, vote, approve,elect, determine, consult, propose, agree, and all other rights or prerogatives, if any,pertaining to the Collateral or any part thereof, to the extent permitted under theterms of the Term Loan Agreement and other Credit Documents.8. After Event of Default 8.1 Upon the occurrence and during the continuance of any Event of Default, and atany time thereafter (unless (x) Administrative Agent on behalf of Lenders has waivedsuch Event of Default by written instrument signed by a duly authorized officer ofAdministrative Agent or (y) such Event of Default has been cured as set forth in Section7.2 hereof), Administrative Agent on behalf of Lenders shall have all of the rights andremedies of a secured party upon default under the Uniform Commercial Code as adopted inthe Commonwealth of Massachusetts, in addition to which Administrative Agent on behalfof Lenders may sell or otherwise dispose of the Collateral or any portion thereof and/orenforce and collect the Collateral or any portion thereof (including, withoutlimitation, the liquidation of debt instruments or securities and the exercise ofconversion rights with respect to convertible securities, whether or not suchinstruments or securities have matured, and whether or not any penalties or othercharges are imposed on account of such action) for application towards (but notnecessarily in complete satisfaction of) the Obligations. The proceeds of any suchcollection or of any such sale or other disposition of the Collateral, or any portionthereof shall be applied as provided in Section 3.3 of the Term Loan Agreement. Pledgorshall remain liable to
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   Administrative Agent and Lenders for any deficiency remaining following suchapplication. Any surplus remaining after payment in full of all Obligations shall bepaid over to Pledgor or to whomsoever may be lawfully entitled to receive suchsurplus.  8.2 Unless the Collateral is perishable, threatens to decline speedily in value, oris of a type customarily sold on a recognized market (in which event AdministrativeAgent shall give Pledgor such notice as may be practicable under the circumstances),Administrative Agent shall give Pledgor at least the greater of the minimum noticerequired by law or ten (10) days’ prior written notice of the date, time and place ofany public sale thereof, or of the time after which any private sale or any otherintended disposition is to be made.  8.3 Pledgor acknowledges that any exercise by Administrative Agent on behalf ofLenders of Lender’s rights upon an Event of Default will be subject to compliance byAdministrative Agent on behalf of Lenders with the applicable statutes, regulations,ordinances, directives and orders of any federal, state, municipal or other governmentalauthority including, without limitation, any of the foregoing which may restrict thesale or disposition of securities. Administrative Agent in its sole discretion at anysuch sale or in connection with any such disposition may restrict the prospectivebidders or purchasers as to their number, nature of business, investment intention, orotherwise, including, without limitation, a requirement that the Persons making suchpurchases represent and agree to the satisfaction of Administrative Agent that they arepurchasing the Collateral, or some portion thereof, for their own account, forinvestment and not with a view towards the distribution or a sale thereof, or that theyotherwise fall within some lawful exemption from registration under applicable laws.9. Actions By Administrative Agent. Pledgor hereby appoints Administrative Agent, or anyagent designated by Administrative Agent, as the attorney-in-fact of Pledgor after an Event ofDefault has occurred and is continuing to: (a) endorse in favor of Administrative Agent on behalfof Lenders any of the Collateral; (b) cause the transfer of any of the Collateral in such name asAdministrative Agent may from time to time determine; (c) renew, extend or roll over anyCollateral; (d) make, demand and initiate actions to enforce any of the Collateral or rightstherein; and (e) file financing statements, continuation statements, and amendments theretodescribing the Collateral without the signature of Pledgor. Administrative Agent on behalf ofLenders may take such action with respect to the Collateral as Administrative Agent may reasonablydetermine to be necessary to protect and preserve its interest in the Collateral. AdministrativeAgent shall also have and may exercise at any time after an Event of Default has occurred and iscontinuing all rights, remedies, powers, privileges and discretions of Pledgor with respect to andunder the Collateral; provided that in no event shall Administrative Agent have the rightto make capital calls on Pledgor or any other shareholder, member or partner of a PortfolioInvestment Entity. The within designation and grant of power of attorney is coupled with aninterest and is irrevocable until this Pledge and Security Agreement is terminated by a writteninstrument executed by a duly authorized officer of Administrative Agent on behalf of
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Lenders or until all Obligations have been paid or fulfilled and the obligation of Lenders to makeLoans under the Term Loan Agreement has terminated. The power of attorney under this Section 9shall not be affected by subsequent disability or incapacity of Pledgor. Neither AdministrativeAgent nor any Lender shall be liable for any act or omission to act pursuant to this Section 9,except for any act or omission to act which constitutes gross negligence or willful misconduct.Administrative Agent on behalf of Lenders shall execute partial releases of this Agreement underthe terms of the Term Loan Agreement.10. Rights and Remedies. The rights, remedies, powers, privileges and discretions ofAdministrative Agent on behalf of Lenders hereunder (hereinafter, the “Rights andRemedies”) shall be cumulative and not exclusive of any rights, remedies, powers, privileges ordiscretions which it may otherwise have. No delay or omission by Administrative Agent or anyLender in exercising or enforcing any of the Rights and Remedies shall operate as, or constitute, awaiver thereof. No waiver by Administrative Agent or any Lender of any Default or any Event ofDefault or of any default under any other Credit Document shall operate as a waiver of any otherDefault or Event of Default or of any other default under any Credit Document. No exercise of anyRights and Remedies shall preclude any other exercise of the Rights and Remedies. No waiver byAdministrative Agent or any Lender of any of the Rights and Remedies on any one occasion shall bedeemed a waiver on any subsequent occasion nor shall it be deemed a continuing waiver. All Rightsand Remedies and all of Administrative Agent’s and Lenders’ rights, remedies, powers, privilegesand discretions under any other agreement or transaction in respect of the Collateral arecumulative and not alternative or exclusive and may be exercised by Administrative Agent or anyLender at such time or times in such order of preference as Administrative Agent or such Lender inits sole and absolute discretion may determine.11. Pledgor’s Consent and Waiver. Pledgor hereby agrees that Administrative Agent onbehalf of Lenders may enforce its rights as against Pledgor or the Collateral, or as against anyother party liable for the Obligations, or as against any other collateral given for any of theObligations, in any order or in such combination as Administrative Agent on behalf of Lenders mayin its sole discretion determine, and Pledgor hereby expressly waives all suretyship defenses anddefenses in the nature thereof, agrees to the release or substitution of any Collateral hereunderor otherwise, and consents to each and all of the terms, provisions and conditions of the otherCredit Documents. Following the occurrence of any Event of Default, Pledgor further: (a) waivespresentment, demand, notice and protest with respect to the Obligations and the Collateral; (b)waives any delay on the part of Administrative Agent or any Lender; (c) assents to any indulgenceor waiver which Administrative Agent or any Lender may grant or give any other Person liable orobliged to Administrative Agent or Lenders for or on account of the Obligations; (d) authorizesAdministrative Agent on behalf of Lenders to alter, amend, cancel, waive or modify any term orcondition of the obligations of any other Person liable or obligated to Administrative Agent orLenders for or on account of the Obligations without notice to or further consent from Pledgor; (e)agrees that no release of any property securing the Obligations shall affect the rights ofAdministrative Agent or any Lender with respect to the Collateral hereunder which is not soreleased; and (f) to the fullest extent that is permitted by applicable law, waives the right tonotice and/or hearing, it might otherwise be entitled thereto, prior to Administrative Agent’sexercising the Rights and Remedies on behalf of Lenders upon an Event of Default.
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12. Administrative Agent May Assign. Pledgor agrees that upon any sale or transfer byAdministrative Agent or any Lender of the Credit Documents and the indebtedness evidenced therebythat is permitted under the Term Loan Agreement, Administrative Agent or such Lender may deliverthe Collateral disposed of as part of such a sale or transfer to the purchaser or transferee, whoshall thereupon become vested with all powers and rights given to Administrative Agent or suchLender in respect thereto, and Administrative Agent or such Lender shall be thereafter foreverrelieved and fully discharged from any liability or responsibility in connection therewith.13. Limits on Administrative Agent’s and Lenders’ Duties. Neither Administrative Agent norany Lender shall have any duty as to the collection or protection of the Collateral, or any portionthereof, or any income or distribution thereon, beyond the safe custody of such Collateral as maycome into the actual possession of Administrative Agent or such Lender and the accounting formonies actually received by Administrative Agent or such Lender hereunder, and neitherAdministrative Agent nor any Lender shall have any duty as to the preservation of rights againstprior parties or any other rights pertaining thereto. Administrative Agent shall be deemed to haveexercised reasonable care in the custody and preservation of any Collateral in its possession ofsuch Collateral is accorded treatment equal to that which is accords its own property. Nothing inthis Agreement shall be construed as an undertaking by the Administrative Agent or any Lender ofany of the liabilities or obligations of Pledgor as Pledgor or any other shareholder, member orpartner of a Portfolio Investment Entity, including but not limited to, the obligation to makecontributions to capital or the obligation to make any other payment to, for or on behalf of thePledgor. The Administrative Agent’s rights and obligations in respect of the Pledged Interests arethose only of a secured party under Massachusetts law.14. Release; Termination. (a) Within three (3) Business Days after receipt of a writtenrequest from Pledgor to release any item of the Collateral that is subject of a proposed PermittedPortfolio Disposition, Administrative Agent on behalf of Lenders will execute and deliver toPledgor such instruments as are reasonably required to evidence the release of such item of theCollateral from the security interest granted hereby (which release may be concurrent with andconditional on the consummation of such Permitted Portfolio Disposition); provided that at the timeof such request and such release no Event of Default shall have occurred and be continuing.     (b) Upon the indefeasible payment in full of all Obligations and the termination or expirationof the obligation of Lenders to make Loans under the Term Loan Agreement, the security interestgranted hereby shall terminate and all rights to the Collateral shall revert to Pledgor. Upon anysuch payment and termination or expiration, the Administrative gent will, at Pledgor’s soleexpense, deliver to Pledgor all certificates and instruments evidencing the Collateral held byAdministrative Agent hereunder, and execute and deliver to Pledgor such documents as Pledgor shallreasonably request to evidence such termination.15. Miscellaneous.
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 15.1 Administrative Agent’s and Lenders’ Rights and Remedies may be exercised withoutresort to or regard to any other source of satisfaction of the Obligations.  15.2 All of the agreements, obligations, undertakings, representations and warrantiesherein made by Pledgor shall inure to the benefit of Administrative Agent and Lendersand their respective successors and assigns and shall bind Pledgor and its successorsand assigns.  15.3 This Agreement and all other instruments executed in connection herewithconstitute the entire agreement between Pledgor and Administrative Agent on behalf ofLenders pertaining to the subject matter hereof, and supersede all prior agreements,understandings, negotiations and discussions, whether oral or written, of such partiespertaining to the subject matter hereof.  15.4 No modification, amendment or waiver of any provisions of this Agreement shall beeffective unless executed in writing by the party to be charged with such modification,amendment and waiver and, if such party be Administrative Agent on behalf of Lenders,then by a duly authorized officer thereof.  15.5 This Agreement and all other documents in Administrative Agent’s possession whichrelate to the Obligations may be reproduced by Administrative Agent by any photographic,photostatic microfilm, microcard, miniature photographic, xerographic or similar processand, with the exception of instruments constituting the Collateral, Administrative Agentmay destroy the original from which any document was so reproduced. Any suchreproduction shall be admissible in evidence as the original itself in any judicial oradministrative proceeding (whether or not the original is in existence and whether ornot such reproduction was made in the regular course of business) and any enlargement,facsimile or further reproduction shall be likewise admissible in evidence.  15.6 Captions in this Agreement are intended solely for convenience and shall not bedeemed to affect the meaning or construction of any provision hereof.  15.7 Each provision hereof shall be enforceable to the fullest extent permitted byapplicable law. The invalidity and unenforceability of any provision(s) hereof shallnot impair or affect any other provision(s) hereof which are valid and enforceable.  15.8 This Agreement may be executed in several counterparts, each of which whenexecuted and delivered is an original, but all of which together shall constitute oneinstrument. In making proof of this Agreement, it shall not be necessary to produce oraccount for more than one such counterpart which is executed by the party against whomenforcement of such agreement is sought.  15.9 Any demand, notice or request by either party to the other shall be given in themanner provided therefor in the Term Loan Agreement.
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 15.10 In the event of any conflict between the provisions of this Agreement and theTerm Loan Agreement, the Term Loan Agreement shall govern.  15.11 This Agreement shall in all respects be governed, construed, applied andenforced in accordance with the laws of the Commonwealth of Massachusetts without regardto principles of conflicts of law.16. WAIVER OF JURY TRIAL. PLEDGOR AND ADMINISTRATIVE AGENT ON BEHALF OF LENDERS MUTUALLYHEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OFANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHERCREDIT DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT,COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVERCONSTITUTES A MATERIAL INDUCEMENT FOR ADMINISTRATIVE AGENT AND LENDERS TO ACCEPT THIS AGREEMENT ANDMAKE THE FACILITY.[Signature pages attached]
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     This Pledge and Security Agreement has been executed and delivered as an instrument under sealas of the 28th day of June, 2005.           PLEDGOR:             HINES REIT PROPERTIES, L.P., a Delaware limited partnership             By: HINES REAL ESTATE INVESTMENT      TRUST, INC., a Maryland corporation, its General Partner               By: /s/ Frank Apollo               Name: Frank Apollo      Its Chief Accounting Officer      Hereunto duly authorized  
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         ADMINISTRATIVE AGENT AND LENDER:           KEYBANK NATIONAL ASSOCIATION