chasepromissorynote.htm


    JPMorgan
      Chase Tower

     

    PROMISSORY
      NOTE

     

    DEFINED
      TERMS

     

    
      	
              Execution
                Date:    December 20, 2007

               

            	
              City
                and State of Signing: Houston, Texas

            
	
              Loan
                Amount: One Hundred Sixty Million and no/00 Dollars ($160,000,000.00)
                to
                be disbursed to Borrower on the Advance Date.

               

            	
              Interest
                Rate: 5.70% per annum

            
	
              Borrower:                                Hines
                REIT 2200 Ross Avenue LP, a Delaware limited partnership

               

            
	
              Borrower’s
                Address:Hines REIT 2200 Ross Avenue LP

              c/o
                Hines Interests Limited
                Partnership

              2800
                Post Oak Blvd., Suite
                5000

              Houston,
                Texas
                77056

              Attention:  Charles
                N. Hazen

               

              With
                a Copy to:Hines Interests Limited Partnership

              13155
                Noel Road

              Suite
                1850

              Dallas,
                Texas
                75240-6849

              Attention:  Clayton
                C.
                Elliot

               

              With
                a Copy to:Hines REIT 2200 Ross Avenue LP

              c/o
                Hines Interests Limited
                Partnership

              2800
                Post Oak Blvd., Suite
                5000

              Houston,
                Texas
                77056

              Attention:  Jason
                P.
                Maxwell

               

            
	
              Lender
                or Holder: Metropolitan Life Insurance Company, a New York
                corporation

               

            
	
              Lender’s
                Address:Metropolitan Life Insurance Company

              10
                Park Avenue

              Morristown,
                New
                Jersey  07962

              Attention:  Senior
                Vice-President, Real Estate Investments

               

              With
                a Copy
                to:                                                     Metropolitan
                Life Insurance Company

              Two
                Lincoln Centre, Suite 1310

              5420
                LBJ Freeway

              Dallas,
                Texas  75240

              Attention:  Vice
                President or Associate General Counsel

               

            
	
              Maturity
                Date:  January 1, 2013

            	
              Advance
                Date: The date funds are disbursed to Borrower.

            
	
              Interest
                Only Period: The period from the Advance Date and ending on the Maturity
                Date.

               

               

              Monthly
                Installment: Equal monthly installments of interest only at the Interest
                Rate each in the amount of $760,000.00.

            	
              Permitted
                Prepayment Period: The Loan may not be prepaid in whole or in part
                prior
                to the Maturity Date except as follows: During the 90 day period
                prior to
                the Maturity Date, Borrower may prepay the Loan, in whole or in part,
                without a Prepayment Fee on not less than 30 days prior written notice
                (“Prepayment Notice”). In addition, commencing on the first day of
                January, 2010, Borrower may prepay the Loan, in whole or in part,
                with a
                Prepayment Fee on the amount of the Loan being prepaid on not less
                than 10
                days’ prior written notice.

            
	
              Late
                Charge:  An amount equal to four cents ($.04) for each dollar
                that is overdue.

              Default
                Rate:  An annual rate equal to the lesser of (a) the Interest
                Rate plus four percent (4%), or (b) the maximum rate of interest
                allowed
                by law.

            
	
              Note:  This
                Promissory Note.  Deed of Trust:  Deed of Trust,
                Security Agreement, and Fixture Filing dated as of the Execution
                Date
                granted by Borrower to the Trustee named in the Deed of Trust for
                the
                benefit of Lender.  Loan Documents:  This Note, the
                Deed of Trust and any other documents executed by Borrower and related
                to
                this Note, and/or the Deed of Trust and all renewals, amendments,
                modifications, restatements and extensions of these
                documents.  Indemnity Agreement: Unsecured Indemnity Agreement
                dated as of the Execution Date and executed by Borrower in favor
                of
                Lender.  The Indemnity Agreement is not a Loan Document and
                shall survive repayment of the Loan or other termination of the Loan
                Documents.

            


    

     

    FOR
      VALUE
      RECEIVED, Borrower promises to pay to the order of Lender, at Lender’s Address
      or such other place as Lender may from time to time designate, the Loan Amount
      with interest payable in the manner described below, in money of the United
      States of America that at the time of payment shall be legal tender for payment
      of all obligations.

     

    Capitalized
      terms which are not defined in this Note shall have the meanings set forth
      in
      the Deed of Trust.

     

    1.  Payment
      of Principal and Interest.  Principal and interest under this Note
      shall be payable as follows:

     

    (a)  Interest
      on the funded portion of the Loan Amount shall accrue from the Advance Date
      at
      the Interest Rate;

     

    (b)  Borrower
      shall pay accrued interest on the Loan from the Advance Date through December
      31, 2007, on January 1, 2008 and thereafter shall pay the Monthly Installment
      on
      the first day of each month until the Maturity Date; and

     

    (c)  On
      the
      Maturity Date, a final payment in the aggregate amount of the unpaid principal
      sum evidenced by this Note, all accrued and unpaid interest, and all other
      outstanding sums evidenced by this Note or secured by the Deed of Trust and/or
      any other Loan Documents as well as any future advances under the Deed of Trust
      that may be made to or on behalf of Borrower by Lender following the Advance
      Date and which remain unpaid as of the Maturity Date (collectively, the “Secured
      Indebtedness”), shall become immediately payable in full.

     

    Borrower
      acknowledges and agrees that, except for a prepayment permitted under the Loan
      Documents,  the entire original Loan Amount shall be outstanding and
      due on the Maturity Date.

     

    Interest
      shall be calculated on the basis of a thirty (30) day month and a three hundred
      sixty (360) day year, except that (i) if the Advance Date occurs on a date
      other
      than the first day of a calendar month, interest payable for the period
      commencing on the Advance Date and ending on the last day of the month in which
      the Advance Date occurs shall be calculated on the basis of the actual number
      of
      days elapsed over a 365 day or 366 day year, as applicable, and (ii) if the
      Maturity Date occurs on a date other than the last day of the month, interest
      payable for the period commencing on the first day of the month in which the
      Maturity Date occurs and ending on the Maturity Date shall be calculated on
      the
      basis of the actual number of days elapsed over a 365 day or 366 day year,
      as
      applicable.

     

    2.  Application
      of Payments.  At the election of Lender, and to the extent
      permitted by law, all payments shall be applied in the order selected by Lender
      to any expenses, prepayment fees, late charges, escrow deposits and other sums
      then due and payable under the Loan Documents, and to unpaid interest at the
      Interest Rate or at the Default Rate, as applicable.  The balance of
      any payments shall be applied to reduce the then unpaid Loan
      Amount.

     

    3.  Security.  The
      covenants of the Deed of Trust are incorporated by reference into this
      Note.  This Note shall evidence, and the Deed of Trust shall secure,
      the Secured Indebtedness and this Note is secured by the Deed of Trust and
      those
      certain other Mortgage, Security Agreement and Fixture Filings and Deed of
      Trust, Security Agreement and Fixture Filings listed on Schedule A
      attached hereto and made a part hereof and all other mortgages, deeds of trust
      and similar instruments, if any, which secure a “Loan” under the Loan Facility
      Agreement (defined in the Mortgage) (such Mortgage, Security Agreement and
      Fixture Filings and Deed of Trust, Security Agreement and Fixture
      Filings,  as amended, modified, supplemented, consolidated, extended
      or restated from time to time, are herein sometimes collectively referred to
      as
      the “Other Mortgages”).  The Deed of Trust and the Other Mortgages
      also secure those certain promissory notes listed on Schedule B attached
      hereto and made a part hereof and all other promissory notes issued for any
      future “Loan” under the Loan Facility Agreement (such promissory notes are
      referred to collectively as, the “Other Notes”).

     

    4.  Late
      Charge.  If any payment of interest, any payment of a Monthly
      Installment or any payment of a required escrow deposit is not paid within
      seven
      (7) days after the due date, Lender shall have the option to charge Borrower
      the
      Late Charge; provided that the Late Charge shall be applicable with respect
      to
      any payment other than payments made on the Maturity Date.  The Late
      Charge is for the purpose of defraying the expenses incurred in connection
      with
      handling and processing delinquent payments and is payable in addition to any
      other remedy Lender may have.  Unpaid Late Charges shall become part
      of the Secured Indebtedness and shall be added to any subsequent payments due
      under the Loan Documents.

     

    5.  Acceleration
      Upon Default.  At the option of Lender, if Borrower fails to pay
      any sum specified in this Note within seven (7) days after Lender shall have
      given written notice of such failure to Borrower (provided, however, such
      written notice shall not be required more than once in any period of twelve
      (12)
      consecutive months, and after such written notice shall have been given once
      during any such 12 month period, the provisions of this Section 5 shall be
      applicable to any such failure to pay such sums which continues for more than
      seven (7) days after the due date thereof and further provided such notice
      shall
      not be required for any payment which is not made on the Maturity Date), or
      if
      an Event of Default occurs, the Secured Indebtedness, and all other sums
      evidenced and/or secured by the Loan Documents, including without limitation
      any
      applicable Prepayment Fees (collectively, the “Accelerated Loan Amount”) shall
      become immediately due and payable.

     

    6.  Interest
      Upon Default.  The Accelerated Loan Amount shall bear interest at
      the Default Rate which shall never exceed the maximum rate of interest permitted
      to be contracted under the laws of Texas.  The Default Rate shall
      commence upon the occurrence of an Event of Default and shall continue until
      all
      defaults are cured.  The Secured Indebtedness evidenced by this Note,
      all accrued and unpaid interest thereon and all other sums evidenced and/or
      secured by the Loan Documents shall also bear interest at the Default Rate
      following any judgment on this Note in favor of Lender.

     

    7.  Limitations
      on Interest.

     

    (a)  Savings
      Clause. It is expressly stipulated and agreed to be the intent of Borrower
      and Lender at all times to comply strictly with the applicable Texas law
      governing the maximum rate or amount of interest payable on this Note or the
      Related Indebtedness (as herein defined) (or applicable United States federal
      law to the extent that it permits Lender to contract for, charge, take, reserve
      or receive a greater amount of interest than under Texas law).  If the
      applicable law is ever judicially interpreted so as to render usurious any
      amount (i) contracted for, charged, taken, reserved or received pursuant to
      this Note, any of the other Loan Documents or any other communication or writing
      by or between Borrower and Lender related to the transaction or transactions
      that are the subject matter of the Loan Documents, (ii) contracted for,
      charged or received by reason of Lender's exercise of the option to accelerate
      the maturity of this Note and/or the Related Indebtedness, or
      (iii) Borrower will have paid or Lender will have received by reason of any
      voluntary prepayment by Borrower of this Note and/or the Related Indebtedness,
      then it is Borrower's and Lender's express intent that all amounts charged
      in
      excess of the Maximum Lawful Rate shall be automatically cancelled, ab
      initio, and all amounts in excess of the Maximum Lawful Rate theretofore
      collected by Lender shall be credited on the principal balance of this Note
      and/or the Related Indebtedness without payment of the Prepayment Fee (or,
      if
      this Note and all Related Indebtedness have been or would thereby be paid in
      full, refunded to Borrower), and the provisions of this Note and the other
      Loan
      Documents immediately be deemed reformed and the amounts thereafter collectible
      hereunder and thereunder reduced, without the necessity of the execution of
      any
      new document, so as to comply with the applicable law, but so as to permit
      the
      recovery of the fullest amount otherwise called for hereunder and thereunder;
      provided, however, if this Note has been paid in full before the end of the
      stated term of this Note, then Borrower and Lender agree that Lender shall,
      with
      reasonable promptness after Lender discovers or is advised by Borrower that
      interest was received in an amount in excess of the Maximum Lawful Rate, either
      refund such excess interest to Borrower and/or credit such excess interest
      against this Note and/or any Related Indebtedness then owing by Borrower to
      Lender without payment of the Prepayment Fee.  Borrower hereby agrees
      that as a condition precedent to any claim seeking usury penalties against
      Lender, Borrower will provide written notice to Lender, advising Lender in
      reasonable detail of the nature and amount of the violation, and Lender shall
      have sixty (60) days after receipt of such notice in which to correct such
      usury
      violation, if any, by either refunding such excess interest to Borrower or
      crediting such excess interest against this Note and/or the Related Indebtedness
      then owing by Borrower to Lender without payment of the Prepayment
      Fee.  All sums contracted for, charged or received by Lender for the
      use, forbearance or detention of any debt evidenced by this Note and/or the
      Related Indebtedness shall, to the extent permitted by applicable law, be
      amortized or spread, using the actuarial method, throughout the stated term
      of
      this Note and/or the Related Indebtedness (including any and all renewal and
      extension periods) until payment in full so that the rate or amount of interest
      on account of this Note and/or the Related Indebtedness does not exceed the
      Maximum Lawful Rate from time to time in effect and applicable to this Note
      and/or the Related Indebtedness for so long as debt is
      outstanding.  In no event shall the provisions of Chapter 346 of
      the Texas Finance Code (which regulates certain revolving credit loan accounts
      and revolving triparty accounts) apply to this Note and/or the Related
      Indebtedness.  Notwithstanding anything to the contrary contained
      herein or in any of the other Loan Documents, it is not the intention of Lender
      to accelerate the maturity of any interest that has not accrued at the time
      of
      such acceleration or to collect unearned interest at the time of such
      acceleration.

     

    (b)  Definitions.
      As used herein, the term "Maximum Lawful Rate" shall mean the maximum
      lawful rate of interest which may be contracted for, charged, taken, received
      or
      reserved by Lender in accordance with the applicable laws of the State of Texas
      (or applicable United States federal law to the extent that it permits Lender
      to
      contract for, charge, take, receive or reserve a greater amount of interest
      than
      under Texas law), taking into account all Charges (as herein defined) made
      in
      connection with the transaction evidenced by this Note and the other Loan
      Documents.  As used herein, the term "Charges" shall mean all
      fees, charges and/or any other things of value, if any, contracted for, charged,
      received, taken or reserved by Lender in connection with the transactions
      relating to this Note and the other Loan Documents, which are treated as
      interest under applicable law.  As used herein, the term "Related
      Indebtedness" shall mean any and all debt paid or payable by Borrower to
      Lender pursuant to the Loan Documents or any other communication or writing
      by
      or between Borrower and Lender related to the transaction or transactions that
      are the subject matter of the Loan Documents, except such debt which has been
      paid or is payable by Borrower to Lender under this Note.

     

    (c)  Ceiling
      Election. To the extent that Lender is relying on Chapter 303 of the Texas
      Finance Code to determine the Maximum Lawful Rate payable on this Note and/or
      the Related Indebtedness, Lender will utilize the weekly ceiling from time
      to
      time in effect as provided in such Chapter 303, as amended.  To the
      extent United States federal law permits Lender to contract for, charge, take,
      receive or reserve a greater amount of interest than under Texas law, Lender
      will rely on United States federal law instead of such Chapter 303 for the
      purpose of determining the Maximum Lawful Rate.  Additionally, to the
      extent permitted by applicable law now or hereafter in effect, Lender may,
      at
      its option and from time to time, utilize any other method of establishing
      the
      Maximum Lawful Rate under such Chapter 303 or under other applicable law by
      giving notice, if required, to Borrower as provided by applicable law now or
      hereafter in effect.

     

    8.  Prepayment.  Borrower
      shall not have the right to prepay all or any portion of the Loan Amount at
      any
      time during the term of this Note except as expressly set forth in the Loan
      Documents.  If Borrower provides a Prepayment Notice, the Accelerated
      Loan Amount (or such lesser portion of the Loan Amount specified by Borrower
      in
      the Prepayment Notice) shall become due and payable on the date specified in
      the
      Prepayment Notice; provided, however, that Borrower shall have the right, no
      more than twice per calendar year, to revoke any such notice, in which event
      the
      Accelerated Loan Amount (or such lesser amount) shall not be due.

     

    9.  Prepayment
      Fee.  Any tender of payment by Borrower or any other person or
      entity of the Secured Indebtedness, other than as expressly provided in the
      Loan
      Documents, shall constitute a prohibited prepayment. If a prepayment of all
      or
      any part of the Secured Indebtedness is made (i) following  an Event
      of Default and an acceleration of the Maturity Date, (ii) subject to Section
      9(d) below, following the application of money to the principal of the Loan
      after a casualty or, to the extent not prohibited by law, a condemnation, or
      (iii) in connection with a purchase of the Property or a repayment of the
      Secured Indebtedness in connection with a judicial or non-judicial foreclosure
      or sale of the Property, then to compensate Lender for the loss of the
      investment, Borrower shall pay an amount equal to the Prepayment Fee (as
      hereinafter defined).

     

    (a)  The
      “Prepayment Fee” shall be the greater of (A) the Prepayment Ratio (as
      hereinafter defined) multiplied by the difference between (x) and (y), where
      (x)
      is the present value of all remaining payments of principal and interest
      including the outstanding principal due on the Maturity Date, discounted monthly
      at the rate which, when compounded monthly, is equivalent to the Treasury Rate
      plus 25 basis points compounded semi-annually, and (y) is the amount of the
      principal then outstanding (to be adjusted in the event of a partial
      prepayment), or (B) one-half of one percent (0.5%) of the amount of the
      principal being prepaid.

     

    (b)  The
      “Treasury Rate” shall be the annualized yield on securities issued by the United
      States Treasury having a maturity equal to the remaining stated term of this
      Note, as quoted in the Federal Reserve Statistical Release [H. 15 (519)]
      under the heading “U.S. Government Securities - Treasury Constant Maturities”
for the date which is 5 Business Days prior to the date on which prepayment
      is
      being made.  If this rate is not available on such date, the Treasury
      Rate shall be determined by interpolating between the yield on securities of
      the
      next longer and next shorter maturity. If the Treasury Rate is no longer
      published, Lender shall select a comparable rate. Lender will, upon request,
      provide an estimate of the amount of the Prepayment Fee two weeks before the
      date of the scheduled prepayment.  A Business Day is a day on which
      Lender is conducting normal business operations.

     

    (c)  The
      “Prepayment Ratio” shall be a fraction, the numerator of which shall be the
      amount of principal being prepaid, and the denominator of which shall be the
      principal then outstanding.

     

    (d)  In
      the
      event of a casualty or condemnation, Borrower shall file a claim to recover
      from
      the insurer or condemning authority any Prepayment Fee which would be payable
      in
      connection with a prepayment of the Loan.  If Borrower does not
      recover under its claim all or any portion of such Prepayment Fee (and such
      recovery shall not be deemed to have occurred unless such amounts recovered
      are
      determinable in some objective way as compensation for such Prepayment Fee),
      then the Prepayment Fee shall be reduced by the amount of such shortfall (and
      if
      there is no such recovery, no Prepayment Fee shall be
      due).  Notwithstanding the foregoing, so long as Borrower makes a good
      faith effort to recover any Prepayment Fee which would be due as a result of
      a
      casualty or condemnation, from the insurer in the case of a casualty or from
      the
      condemning authority, then the Prepayment Fee due as a result of the casualty
      or
      condemnation shall be waived except to the extent recovered by the
      Borrower.

     

    10.  Waiver
      of Right to Prepay Note Without Prepayment Fee.  Borrower
      acknowledges that Lender has relied upon the anticipated investment return
      under
      this Note in entering into transactions with, and in making commitments to,
      third parties and that the tender of any prohibited prepayment, shall, to the
      extent permitted by law and not otherwise provided to the contrary in the Loan
      Documents, include the Prepayment Fee calculated as of the date such prepayment
      is tendered.  Borrower agrees that the Prepayment Fee represents the
      reasonable estimate of Lender and Borrower of a fair average compensation for
      the loss that may be sustained by Lender as a result of a prohibited prepayment
      of this Note and it shall be paid without prejudice to the right of Lender
      to
      collect any other amounts provided to be paid under the Loan
      Documents.

     

    BORROWER
      EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER TEXAS LAW TO PREPAY THIS
      NOTE,
      IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY
      DATE OF THIS NOTE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF
      THIS
      NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THIS
      NOTE BY LENDER ON ACCOUNT OF ANY EVENT OF DEFAULT BY BORROWER UNDER ANY LOAN
      DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER ENCUMBRANCE OR
      DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THE DEED OF TRUST, THEN
      BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THE PREPAYMENT FEE SPECIFIED
      IN
      SECTION 9. BY EXECUTING THIS NOTE, BORROWER AGREES THAT LENDER'S AGREEMENT
      TO
      MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS NOTE
      CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT.

     

    11.  Liability
      of Borrower.  Notwithstanding anything to the contrary contained
      herein or in the Deed of Trust or other Loan Documents, upon the occurrence
      of
      an Event of Default, except as provided in this Section 11, Lender will look
      solely to the Property and the security under the Loan Documents for the
      repayment of the Loan and will not enforce a deficiency judgment against
      Borrower or any direct or indirect partner, member, shareholder or other holder
      of a beneficial interest in Borrower.  However, nothing contained in
      this section shall limit the rights of Lender to proceed against Borrower (but
      not its direct or indirect partners, members, shareholders or other holders
      of
      any beneficial interests in Borrower) (i) to enforce any Leases entered into
      by
      Borrower or its affiliates as tenant, or guarantees, or other agreements entered
      into by Borrower in a capacity other than as borrower or any policies of
      insurance; (ii) to recover damages for fraud, intentional material
      misrepresentation or breach of warranty or intentional physical waste; (iii)
      to
      recover any condemnation proceeds or insurance proceeds or other similar funds
      which have been misapplied by Borrower or which, under the terms of the Loan
      Documents, should have been paid to Lender; (iv) to recover any tenant security
      deposits, tenant letters of credit or other deposits or fees paid to Borrower
      and not applied to rent or returned to the tenants pursuant to the terms of
      the
      tenant leases that are part of the collateral for the Loan or prepaid rents
      for
      a period of more than 30 days which have not been delivered to Lender; (v)
      to
      recover Rents and Profits (as defined in the Deed of Trust) received by Borrower
      during the period beginning six (6) months prior to the date a notice of
      acceleration of maturity of this Note is delivered to Borrower through the
      date
      Lender acquires title to the Property which have not been applied to the Loan
      or
      in accordance with the Loan Documents for leasing, repair, management, operating
      and maintenance expenses of the Property, insurance premiums, imposition
      deposits, deposits into a reserve for replacements or taxes upon the Property
      or
      any other sum required to be paid under the Loan Documents, but only to the
      extent Rents and Profits were available but not so applied; (vi) to recover
      damages, costs and expenses arising from, or in connection with Article VI
      of
      the Deed of Trust pertaining to hazardous materials or any warranty in the
      Indemnity Agreement; and to recover damages arising from Borrower’s failure to
      comply with Section 8.01 of the Deed of Trust pertaining to ERISA.  If
      Lender exercises the rights and remedies of an unsecured creditor in accordance
      with the preceding sentence, Borrower promises to pay to Lender, on demand
      by
      Lender following such exercise, all amounts owed to Lender under any Loan
      Document, and Borrower agrees that it (but not any direct or indirect partner,
      member, shareholder or other holder of a beneficial interest in Borrower) will
      be personally liable for the payment of all such sums.

     

    Notwithstanding
      the foregoing, the limitation of liability set forth in this Section 11 shall
      not apply and the Loan shall be fully recourse to Borrower (but not to any
      direct or indirect partner, member, shareholder or other holder of a beneficial
      interest in Borrower) in the event that (i) a Transfer occurs without the
      consent of Lender (other than a transfer which is permitted without Lender’s
      consent pursuant to the terms of Section 10.01 of the Deed of Trust or Section
      3.3 or Section 3.4 of the Loan Facility Agreement), (ii) a Subordinate Financing
      occurs in violation of Section 10.02 of the Deed of Trust without the consent
      of
      Lender (other than Credit Facility Pledge which is permitted without Lender’s
      consent pursuant to the terms of Section 10.2 of the Deed of Trust, (iii)
      Borrower commences a voluntary proceeding under applicable federal bankruptcy
      law, or (iv) a collusive involuntary proceeding under applicable federal
      bankruptcy law is commenced against Borrower and is not dismissed within 120
      days.  In addition, this agreement shall not waive any rights which
      Lender would have under any provisions of the U.S. Bankruptcy Code to file
      a
      claim for the full amount of the Secured Indebtedness or to require that the
      Property shall continue to secure all of the Secured Indebtedness.

     

    12.  Waiver
      by Borrower.  Borrower and others who may become liable for the
      payment of all or any part of this Note, and each of them, waive diligence,
      demand, presentment for payment, notice of nonpayment (except any notice of
      nonpayment specifically required under the terms of this Note or the other
      Loan
      Documents), protest, notice of dishonor and notice of protest, notice of intent
      to accelerate and notice of acceleration and specifically consent to and waive
      notice of any amendments, modifications, renewals or extensions of this Note,
      including the granting of extension of time for payment, whether made to or
      in
      favor of Borrower or any other person or persons.

     

    13.  Exercise
      of Rights.  No single or partial exercise by Lender, or delay or
      omission in the exercise by Lender, of any right or remedy under the Loan
      Documents shall waive or limit the exercise of any such right or
      remedy.  Lender shall at all times have the right to proceed against
      any portion of or interest in the Property in the manner that Lender may deem
      appropriate, without waiving any other rights or remedies.  The
      release of any party under this Note shall not operate to release any other
      party which is liable under this Note and/or under the other Loan Documents
      or
      under the Indemnity Agreement.

     

    14.  Fees
      and Expenses.  If Borrower defaults under this Note, Borrower (but
      not any direct or indirect partner, member, shareholder or other holder of
      a
      beneficial interest in Borrower) shall be personally liable for and shall pay
      to
      Lender, in addition to the sums stated above, the costs and expenses of
      enforcement and collection, including a reasonable sum as an attorney’s
      fee.  This obligation is not limited by Section 11.

     

    15.  No
      Amendments.  This Note may not be modified or amended except in a
      writing executed by Borrower and Lender.  No waivers shall be
      effective unless they are set forth in a writing signed by the party which
      is
      waiving a right. This Note and the other Loan Documents are the final expression
      of the lending relationship between Borrower and Lender, and there is no
      unwritten agreement with respect to the subject matter of the Loan.

     

    16.  Governing
      Law.  This Note is to be construed and enforced in accordance with
      the laws of the State of Texas.

     

    17.  Construction.  The
      words “Borrower” and “Lender” shall be deemed to include their respective heirs,
      representatives, successors and assigns, and shall denote the singular and/or
      plural, and the masculine and/or feminine, and natural and/or artificial
      persons, as appropriate.  The provisions of this Note shall remain in
      full force and effect notwithstanding any changes in the shareholders, partners
      or members of Borrower.  If more than one party is Borrower, the
      obligations of each party shall be joint and several.  The captions in
      this Note are inserted only for convenience of reference and do not expand,
      limit or define the scope or intent of any section of this Note.

     

    18.  Notices.  All
      notices, demands, requests and consents permitted or required under this Note
      shall be given in the manner prescribed in the Deed of Trust.

     

    19.  Time
      of the Essence.  Time shall be of the essence with respect to all
      of Borrower’s obligations under this Note.

     

    20.  Severability.  If
      any provision of this Note should be held unenforceable or void, then that
      provision shall be deemed separable from the remaining provisions and shall
      not
      affect the validity of this Note, except that if that provision relates to
      the
      payment of any monetary sum, then Lender may, at its option, declare the Secured
      Indebtedness (together with the Prepayment Fee) immediately due and
      payable.

     

    21.  Cross
      Default.  The Loan may be accelerated in accordance with the
      provisions of  any of the Loan Documents and an Event of Default shall
      occur under this Note upon the occurrence of an Event of Default under any
      other
“Loan” (as defined in the Loan Facility Agreement) or the Loan Facility
      Agreement.

     

    


    [Remainder
      of Page Intentionally Left Blank;

    Signature
      Page Follows]

    


     

    


     

    IN
      WITNESS WHEREOF, Borrower has executed this Note as of the Execution
      Date.

     

    BORROWER:

     

    HINES
      REIT 2200 ROSS AVENUE LP,

     

    a
      Delaware limited partnership

     

    
      	
               

            	
              By:

            	
              Hines
                REIT 2200 Ross Avenue GP LLC, a
                Delaware

            


    

     

    
      	
               

            	
              limited
                liability company, its general
                partner

            


    

     

    


    
      	
               

            	
              By:

            	 	 


    

    
      	
               

            	
              Name:

            	 	 


    

    Title:                      

    


    


    SCHEDULE
      A

    


    OTHER
      MORTGAGES

    


    Mortgage,
      Security Agreement and Fixture Filing dated December 20, 2007 by Hines REIT
      Minneapolis Industrial LLC, a Delaware limited liability company, to
      Beneficiary.

    


    


    SCHEDULE
      B

    


    OTHER
      NOTES

    


    Promissory
      Note dated December 20, 2007 executed by Hines REIT Minneapolis Industrial
      LLC,
      a Delaware limited liability company, in favor of Beneficiary.