chasedeedoftrust.htm


    


    


    


    


    


    


    RECORDING
      REQUESTED BY AND

    WHEN
      RECORDED RETURN TO:

    


    Rachel
      S.
      Brown, Esq.

    Katten
      Muchin Rosenman LLP

    525
      West
      Monroe Street

    Chicago,
      Illinois  60661

    


    DRAFTED
      BY:   Christopher L. Hartmann, Esq.

    


    NOTICE
      OF CONFIDENTIALITY RIGHTS:  IF YOU ARE A NATURAL PERSON, YOU MAY
      REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT
      BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:  YOUR SOCIAL
      SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER

    


    DEED
      OF
      TRUST, SECURITY AGREEMENT AND

     

    FIXTURE
      FILING

     

    (COLLATERAL
      INCLUDES FIXTURES)

     

    BY

     

    HINES
      REIT 2200 ROSS AVENUE LP,

     

    a
      Delaware limited partnership

     

    as
      Grantor

     

    TO

     

    ED
      STOUT,

    an
      individual,

    as
      Trustee

     

    


     

    for
      the
      benefit of

     

    METROPOLITAN
      LIFE INSURANCE COMPANY,

    a
      New
      York corporation,

    as
      Beneficiary

    


    


    December
      20, 2007

    


    DEED
      OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING

     

    DEFINED
      TERMS

     

    
      	
              Execution
                Date: December 20, 2007

               

            
	
              Note:  The
                promissory note made by Grantor dated as of the Execution Date to
                the
                order of Metropolitan Life Insurance Company, a New York Corporation
                in
                the principal amount of One Hundred Sixty Million and No/00 Dollars
                ($160,000,000.00) (herein referred to as the
                “Note”).  The Note has a Maturity Date of
                January 1, 2013.

            
	
              Beneficiary
                &
                Address:                                                                Metropolitan
                Life Insurance Company, a New York corporation

              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

               

            
	
              Grantor
                &
                Address:                                                      Hines
                REIT 2200 Ross Avenue LP, a Delaware limited partnership

              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:                                           Baker
                Botts L.L.P.

              2001
                Ross Avenue

              Suite
                600

              Dallas,
                Texas 75201-2980

              Attn:  Joel
                M. Overton, Jr.

               

              With
                a Copy
                to:                                                      Hines
                REIT 2200 Ross Avenue LP

              c/o
                Hines Interests Limited
                Partnership

              2800
                Post Oak Boulevard, Suite
                5000

              Houston,
                Texas
                77056

              Attention:
                Jason P.
                Maxwell

            
	
              Trustee
                & Address:Ed Stout, an individual

              c/o
                Chicago Title Insurance
                Company

              2001
                Bryan Street, Suite
                1700

              Dallas,
                Texas
                75201

            
	
              County
                and State in which the Property is located:  Dallas
                County, State of Texas

            
	
              Use:
                office, retail and parking

            
	
              Insurance:

              Full
                Replacement Cost

              Boiler
                and Machinery: Full Replacement Cost

              Business
                Income: In an amount sufficient to recover twenty-four (24) months
                Business Income (as defined in Section 3.01(a)(3) hereof)

              Ordinance
                and Law: In the amount of $25,000,000.00.

              Windstorm:
                Full Replacement Cost plus an amount sufficient to recover twenty-four
                (24) months Business Income and subject to deductibles approved by
                Beneficiary.

              Terrorism:
                Full Replacement Cost (to the extent commercially available)

              Commercial
                General Liability:  Required Liability Limits:
                $50,000,000

              Address
                for Insurance Notification:

              Metropolitan
                Life Insurance
                Company, its affiliates and/or successors and assigns

              10
                Park Avenue

              Morristown,
                NJ  07962

              Attn:  Insurance
                Risk
                Manager

            
	
              Loan
                Documents:  The Note, this Deed of Trust, the Initial
                Payment Guaranty, the Pledge and Security Agreement Hines (HF), the
                Pledge
                and Security Agreement Hines (GP), the Chase Tower Guaranty and any
                other
                documents executed by Grantor and related to the Note and/or this
                Deed of
                Trust, including without limitation, the Other Mortgages and Other
                Notes
                (each as defined herein) and all renewals, amendments, modifications,
                restatements and extensions of these documents (except the Indemnity
                Agreement).  Initial Payment Guaranty: Payment Guaranty dated as
                of the Execution Date and executed by Hines REIT 2007 Facility Holdings
                LLC, a Delaware limited liability company (“Hines
                Facility”) in favor of Beneficiary.  Pledge and
                Security Agreement Hines (HF): Pledge and Security Agreement dated
                as of
                the Execution Date and executed by Hines Facility in favor of Beneficiary
                and acknowledged by  Hines REIT 2200 Ross Avenue GP LLC, a
                Delaware limited liability company (“Hines Ross”),
                and  Grantor. Pledge and Security Agreement Hines (GP): Pledge
                and Security Agreement dated as of the Execution Date and executed
                by
                Hines Ross in favor of Beneficiary and acknowledged by Grantor. Chase
                Tower Guaranty: Guaranty Agreement dated as of the Execution Date
                and
                executed by Operating Partnership (as defined herein) in favor of
                Beneficiary.  Indemnity Agreement:  Unsecured
                Indemnity Agreement dated as of the Execution Date and executed by
                Grantor
                in favor of Beneficiary.  The Indemnity Agreement is not a Loan
                Document and shall survive in accordance with its terms the repayment
                of
                the Loan or other termination of the Loan Documents.  Liable
                Party or Liable Parties:  Any indemnitor with respect to the
                Loan, the Loan Documents or Indemnity
                Agreement.

            


    

    This
DEED
      OF TRUST, SECURITY
      AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is
      entered into as of the Execution Date by Grantor to Trustee for the benefit
      of
      Beneficiary with reference to the following Recitals:

    


    RECITALS

     

    A.  This
      Deed of Trust secures: (1) the
      payment of the indebtedness evidenced by the Note with interest at the rate
      set
      forth in the Note, together with (a) the payment of the
      indebtedness evidenced by that certain promissory note listed on
Exhibit D attached hereto and made a part hereof and (b)
      all other promissory notes, if any, issued for any future“Loan”
as defined in the $750,000,000.00 Loan Facility Agreement
      between Hines
      Facility and Beneficiary dated as of December 20,
      2007 (said agreement, as amended, modified, supplemented,
      consolidated, extended or restated from time to time, is herein referred to
      as,
      the “Loan Facility Agreement”) (all such promissory notes
      referenced in 1(a) and 1(b)  are herein referred to as,
      the “Other Notes”) together with all renewals, modifications,
      consolidations and extensions of the Note and Other Notes, all additional
      advances or fundings made by Beneficiary pursuant to the terms of or as
      permitted by the Loan Documents, and any other amounts required to be paid
      by
      Grantor under any of the Loan Documents, (collectively,  the
“Secured Indebtedness”, and sometimes referred to as the
“Loan”) and (2) the full performance by
      (a) the grantor or trustor, as applicable, under that
      certain mortgage listed on Exhibit E attached hereto and
      made a part hereof and (b) all other mortgages and deeds of trust and similar
      instruments, if any, which secure a “Loan” under the Loan Facility
      Agreement  (as any of such agreements referenced in 2(a)
      and 2(b) are amended, modified, supplemented, consolidated, extended or restated
      from time to time, the “Other Mortgages”, and the grantors or
      trustors or mortgagors or borrowers, as applicable, under the Other Mortgages
      are collectively the “Other Borrowers” and individually, as the
      context may require, an “Other Borrower”) of all of the terms,
      covenants and obligations set forth in any of the Loan Documents or the Loan
      Facility Agreement.  The Other Mortgages by their terms secure the
      Note and the Other Notes, except as specifically provided in
      the Loan Facility Agreement.  The term “Real Property”, as defined in
      each of the Other Mortgages, is referred to herein individually
      as,  an “Other Mortgage Real Property” and
      collectively as, the “Other Mortgage Real
      Properties”.

    


    B.  Grantor
      makes the following covenants
      and agreements for the benefit of Beneficiary and Trustee.

    


    NOW,
      THEREFORE, IN CONSIDERATION of the Recitals and for other good and valuable
      consideration, the receipt and sufficiency of which are acknowledged, Grantor
      agrees as follows:

    


    Article
      I.                      

     

    GRANT
      OF SECURITY

     

    Section
      1.01                                  REAL
      PROPERTY GRANT.  Grantor irrevocably sells, transfers, grants,
      conveys, assigns and warrants to Trustee, its successors and assigns, in trust,
      with power of sale and right of entry and possession, all of Grantor’s present
      and future estate, right, title and interest in and to the following which
      are
      collectively referred to as the “Real Property”:

     

    (1)  that
      certain real property located in
      the County and State which is more particularly described in Exhibit
“A” attached to this Deed of Trust or any portion of
      the real
      property;  all easements, rights-of-way, gaps, strips and gores of
      land benefiting or forming a part of said real property; streets and alleys
      abutting or in any way benefiting said real property; sewers and water rights
      in
      any way benefiting said real property; privileges, licenses, tenements, and
      appurtenances appertaining to the real property, and the reversion(s),
      remainder(s), and claims of Grantor with respect to these items, and the
      benefits of any existing or future conditions, covenants and restrictions
      affecting the real property (collectively, the
“Land”)

     

    (2)  all
      things now or hereafter owned by
      Grantor and affixed to or placed on the Land, including all buildings,
      structures and improvements,  all fixtures and all machinery,
      elevators, boilers, building service equipment (including, without limitation,
      all equipment for the generation or distribution of air, water, heat,
      electricity, light, fuel or for ventilating or air conditioning purposes or
      for
      sanitary or drainage purposes or for the removal of dust, refuse or garbage),
      partitions, and other property now or in the future owned by Grantor and
      attached, or installed in or forming a part of the improvements and all
      replacements, repairs, additions, or substitutions to these items (collectively,
      the “Improvements”);

     

    (3)  all
      present and future income, rents,
      revenue, profits, proceeds, accounts receivable and other benefits from the
      Land
      and/or Improvements which Grantor is or may be entitled to receive and all
      deposits made with respect to the Land and/or Improvements, including, but
      not
      limited to, any security given to utility companies by Grantor , any advance
      payment of real estate taxes or assessments or insurance premiums made by
      Grantor in connection with the Land and/or Improvements and all claims or
      demands relating to such deposits and other security, including claims for
      refunds of tax payments or assessments, and all insurance proceeds payable
      to
      Grantor in connection with the Land and/or Improvements whether or not such
      insurance coverage is specifically required under the terms of this Deed of
      Trust (“Insurance Proceeds”) (all of the items set forth in
      this paragraph are referred to collectively as “Rents and
      Profits”);

     

    (4)  all
      damages, payments and revenue of
      every kind that Grantor may be entitled to receive, from any person owning
      or
      acquiring a right to the oil, gas or mineral rights and reservations of the
      Land;

     

    (5)  all
      proceeds and claims arising on
      account of any damage to, or Condemnation (as hereinafter defined) of any part
      of the Land and/or Improvements, and all causes of action and recoveries for
      any
      diminution in the value of the Land and/or Improvements; and

     

    (6)  all
      licenses, contracts, management
      agreements, guaranties, warranties, franchise agreements, permits, or
      certificates relating to the ownership, use, operation or maintenance of the
      Land and/or Improvements.

     

    TO
      HAVE AND TO HOLD the Real Property, unto Trustee, its successors and
      assigns, in trust, for the benefit of Beneficiary, its successors and assigns,
      forever subject to the terms, covenants and conditions of this Deed of
      Trust.

     

    Section
      1.02                                  PERSONAL
      PROPERTY GRANT.  Grantor irrevocably sells, transfers, grants,
      conveys, assigns and warrants to Beneficiary, its successors and assigns, a
      security interest in Grantor’s interest in the following personal property which
      is collectively referred to as “Personal
      Property”:

     

    (a)  any
      portion of the Real Property which
      may be personal property, and all other personal property, whether now existing
      or acquired in the future which is owned by Grantor and attached to, appurtenant
      to, or used in the construction or operation of, or in connection with, the
      Real
      Property;

     

    (b)  all
      rights to the use of water,
      including water rights appurtenant to the Real Property, pumping plants, ditches
      for irrigation, all water stock or other evidence of ownership of any part
      of
      the Real Property that is owned by Grantor in common with others and all
      documents of membership in any owner’s association or similar
      group;

     

    (c)  all
      plans and specifications prepared
      for construction of the Improvements; and all contracts and agreements of
      Grantor relating to the plans and specifications or to the construction of
      the
      Improvements;

     

    (d)  all
      appliances, furniture, furnishings,
      building materials, supplies, computers and software, window coverings and
      floor
      coverings, lobby furnishings, equipment, machinery, fixtures, goods, accounts,
      general intangibles, letters of credit, deposit
      accounts, documents, instruments and chattel paper owned
      by Grantor and used in connection with the ownership, operation, management
      and/or leasing of the Real Property, and all substitutions, replacements of,
      and
      additions to, any of the these items;

     

    (e)  all
      sales agreements, escrow
      agreements, similar agreements entered into with respect to the sale of any
      part
      of the Real Property, all deposits made in connection therewith and all net
      proceeds from any such sales (provided, however, Beneficiary shall have no
      rights of approval or consent with respect to any such sales, escrow or other
      agreements);

     

    (f)  all
      proceeds from the voluntary or
      involuntary disposition or claim respecting any of the foregoing items
      (including judgments, condemnation awards or otherwise); and

     

    (g)  all
      names by which the Land and/or
      Improvements may be operated or known, and all rights to carry on business
      under
      those names, and all trademarks, trade names, and goodwill relating to the
      Land
      and/or Improvements.

     

    Notwithstanding
      the foregoing, the term “Personal Property” shall not include
      any trade fixtures or other personal property owned by tenants of the Property
      except to the extent that Grantor as landlord holds an interest in any such
      tenant’s trade fixtures or other personal property under any lease.

     

    All
      of
      the Real Property and the Personal Property are collectively referred to as
      the
“Property.”

    


    Section
      1.03                                  CONDITIONS
      TO GRANT.  If Grantor shall pay to Beneficiary the Secured
      Indebtedness, at the times and in the manner stipulated in the Loan Documents,
      and if Grantor shall perform and observe each of the terms, covenants and
      agreements set forth in the Loan Documents and the Loan Facility Agreement
      to
      the extent then required to be performed, then this Deed of Trust and all the
      rights granted by this Deed of Trust shall be released by Trustee and/or
      Beneficiary in accordance with the laws of the State (as defined in Section
      14.05).

     

    Article
      II.                                

     

    


     

    GRANTOR
      COVENANTS

     

    Section
      2.01                                  DUE
      AUTHORIZATION, EXECUTION, AND DELIVERY.

     

    (a)  Grantor
      represents and warrants that
      the execution of the Loan Documents and the Indemnity Agreement have been duly
      authorized and there is no provision in the organizational documents of Grantor
      requiring further consent for such action by any other entity or
      person.

     

    (b)  Grantor
      represents and warrants that
      it is duly organized, validly existing and is in good standing under the laws
      of
      the state of its formation and in the State, that it has all necessary licenses,
      authorizations, registrations, permits and/or approvals to own its properties
      and to carry on its business as presently conducted.

     

    (c)  Grantor
      represents and warrants that
      the execution, delivery  and performance of the Loan Documents will
      not result in Grantor’s being in default under any provision of its
      organizational documents or of any deed of trust, mortgage, lease, credit or
      other agreement to which it is a party or which affects it or the
      Property.

     

    (d)  Grantor
      represents and warrants that
      the Loan Documents and the Indemnity Agreement have been duly authorized,
      executed and delivered by Grantor and constitute valid and binding obligations
      of Grantor which are enforceable in accordance with their terms.

     

    Section
      2.02                                  PERFORMANCE
      BY GRANTOR .  Grantor shall pay the Secured Indebtedness to
      Beneficiary and shall keep and perform each and every other obligation, covenant
      and agreement of the Loan Documents.

     

    Section
      2.03                                  WARRANTY
      OF TITLE.

     

    (a)  Grantor
      warrants that it holds good and
      indefeasible fee simple absolute title to the Real Property, and that it has
      the
      right and is lawfully authorized to sell, convey or encumber the Property
      subject only to those property specific exceptions to title recorded in the
      real
      estate records of the County and contained in Schedule B of the title insurance
      policy or policies which have been approved by Beneficiary (the “Permitted
      Exceptions”).  The Property is free from all due and
      unpaid  taxes, assessments and  mechanics’ and materialmen’s
      liens.

     

    (b)  Grantor
      further covenants to warrant
      and forever defend Beneficiary from and against all persons claiming any
      interest in the Property, subject, however, to the Permitted
      Exceptions.

     

    Section
      2.04                                  TAXES,
      LIENS AND OTHER CHARGES.

     

    (a)  Unless
      otherwise paid to Beneficiary
      as provided in Section 2.05 or contested by Grantor in accordance with the
      provisions hereinafter set forth, Grantor shall pay all real estate and other
      taxes and assessments which may be payable, assessed, levied, imposed upon
      or
      become a lien on or against any portion of the Property (all of the foregoing
      items are collectively referred to as the “Imposition(s)”).  The
      Impositions shall be paid not later than ten (10) days before the dates on
      which
      the particular Imposition would become delinquent and Grantor shall produce
      to
      Beneficiary receipts of the imposing authority, or other evidence reasonably
      satisfactory to Beneficiary, evidencing the payment of the Imposition in
      full.  If Grantor elects by appropriate legal action to contest any
      Imposition, Grantor shall first deposit cash with Beneficiary as a reserve
      in an
      amount which Beneficiary reasonably determines is sufficient to pay the
      Imposition plus all fines, interest, penalties and costs which may become due
      pending the determination of the contest.  If Grantor deposits this
      sum with Beneficiary, Grantor shall not be required to pay the Imposition
      provided that the contest operates to prevent enforcement or collection of
      the
      Imposition, or the sale or forfeiture of, the Property, and is prosecuted with
      due diligence and continuity.  Upon termination of any proceeding or
      contest, Grantor shall pay the amount of the Imposition as finally determined
      in
      the proceeding or contest.  Provided that there is not then an Event
      of Default (as defined in Section 11.01), the monies which have been deposited
      with Beneficiary pursuant to this Section shall be applied toward such payment
      and the excess, if any, shall be returned to Grantor .

     

    (b)  In
      the event of the passage, after the
      Execution Date, of any law which deducts from the value of the Property, for
      the
      purposes of taxation, any lien or security interest encumbering the Property,
      or
      changing in any way the existing laws regarding the taxation of mortgages,
      deeds
      of trust and/or security agreements or debts secured by these instruments,
      or
      changing the manner for the collection of any such taxes, and the law has the
      effect of imposing payment of any Impositions upon Beneficiary, at Beneficiary’s
      option, the Secured Indebtedness shall be due and payable on the earlier of
      (i) one hundred twenty (120) days after written notice to Grantor , or
      (ii) the date upon which the Secured Indebtedness must be repaid in order
      to permit Beneficiary to lawfully avoid the consequences of such law or the
      payment of any Impositions, but no Prepayment Fee or other premium or penalty
      shall be due in connection therewith.  Notwithstanding the preceding
      sentence, the Beneficiary’s election to accelerate the Loan shall not be
      effective if (1) Grantor is permitted by law (including, without limitation,
      applicable interest rate laws) to, and actually does, pay the Imposition or
      the
      increased portion of the Imposition and (2) Grantor agrees in writing to pay
      or
      reimburse Beneficiary in accordance with Section 11.07 for the payment of any
      such Imposition which becomes payable at any time when the Loan is
      outstanding.

     

    Section
      2.05                                  ESCROW
      DEPOSITS.  Without limiting the effect of Section 2.04 and Section
      3.01, at any time within six (6) months of becoming aware of the occurrence
      of
      any of the following, Beneficiary may require in its absolute discretion that
      Grantor begin paying Beneficiary monthly deposits of (a) Impositions and (b)
      premiums for the insurance policies required under this Deed of Trust
      (collectively the “Premiums”), as applicable, notwithstanding the fact that the
      default may be cured, or that the transfer or change be approved by Beneficiary:
      (i) an Event of Default under the Loan Documents or the Indemnity
      Agreement; (ii) Grantor no longer owns the Property, except in the case of
      a Permitted Transfer (as defined in Section 10.01); (iii) there has been a
      change, other than a Permitted Transfer, in the Grantor or in the general
      partners, stockholders or members of Grantor or in the constituent general
      partners or controlling shareholders or controlling members of any of the
      entities comprising the general partners of Grantor; or (iv)  with
      respect to Premiums only, at any time Grantor fails to furnish Beneficiary,
      not
      later than ten (10) days before the dates on which any Premium would become
      delinquent, receipts for the payment of such Premium or appropriate proof of
      issuance of a new policy which continues in force the insurance coverage of
      the
      expiring policy.  In the event that deposits of Impositions and
      Premiums are required pursuant to this Section 2.05, Grantor shall pay to
      Beneficiary monthly deposits of all Impositions and Premiums, as applicable,
      on
      the same date the monthly installment is payable under the Note and in an amount
      equal to one-twelfth (1/12) of the annual charges for these items as
      reasonably estimated by Beneficiary until such time as Grantor has deposited
      an
      amount equal to the annual charges for these items. The deposits shall be held
      by Beneficiary with interest being payable to Grantor and Beneficiary may
      commingle the deposits with other funds of Beneficiary.  If
      Beneficiary sells or assigns the Loan to an unaffiliated lender, the deposits
      shall thereafter be made into an interest bearing account at a mutually approved
      national bank.

     

    Section
      2.06                                  CARE
      AND USE OF THE PROPERTY.

     

    (a)  Grantor
      represents and warrants to
      Beneficiary as follows:

     

    (i)  To
      Grantor’s knowledge, all authorizations, licenses, including without limitation
      liquor licenses, if any, and operating permits required to allow the
      Improvements to be operated for the Use have been obtained, paid for and are
      in
      full force and effect.

     

    (ii)  To
      Grantor’s knowledge, the Improvements and their Use comply with (and no notices
      of violation have been received in connection with) all Requirements (as defined
      in this Section) and Grantor shall at all times comply in all material respects
      with all present or future Requirements affecting or relating to the Property
      and/or the Use.  Grantor shall furnish Beneficiary, on request, proof
      of compliance with the Requirements.  Grantor shall not use or
      knowingly permit the use of the Property, or any part thereof, for any illegal
      purpose.  “Requirements” shall mean all laws,
      ordinances, orders, covenants, conditions and restrictions and other
      requirements relating to land and building design and construction, use and
      maintenance, that may now or hereafter pertain to or affect the Property or
      any
      part of the Property or the Use, including, without limitation, planning,
      zoning, subdivision, environmental, air quality, flood hazard, fire safety,
      handicapped facilities, building, health, fire, traffic, safety, wetlands,
      coastal and other governmental or regulatory rules, laws, ordinances, statutes,
      codes and requirements applicable to the Property, including permits, licenses
      and/or certificates that may be necessary from time to time to comply with
      any
      of the these requirements.

     

    (iii)  To
      Grantor’s knowledge, Grantor has complied in all material respects with all
      requirements of all instruments and agreements affecting the Property, whether
      or not of record, including without limitation all covenants and agreements
      by
      and between Grantor and any governmental or regulatory agency pertaining to
      the
      development, use or operation of the Property.  Grantor , at its sole
      cost and expense shall, subject to the provisions of this Deed of Trust, keep
      the Property in good order, condition, and repair, and make all necessary
      structural and non-structural, ordinary and extraordinary repairs to the
      Property and the Improvements.

     

    (iv)  Grantor
      shall abstain from, and not knowingly permit, the commission of any material
      physical waste to the Property and shall not remove or alter in any substantial
      manner, the structure or character of any Improvements without the prior written
      consent of Beneficiary; provided, however, Beneficiary’s consent shall not be
      required for alterations which (1) are made pursuant to the terms of Leases
      either approved by Beneficiary or as to which Beneficiary’s approval is not
      required hereunder or (2) do not adversely affect any structural component
      of
      the Property and the aggregate cost of which does not exceed One Million Dollars
      ($1,000,000.00).

     

    (v)  To
      Grantor’s knowledge, the zoning approval for the Property is not dependent upon
      the ownership or use of any property which is not encumbered by this Deed of
      Trust.

     

    (vi)  To
      Grantor’s knowledge, construction of the Improvements on the Property (other
      than any ongoing tenant improvement work) is complete.

     

    (vii)  To
      Grantor’s knowledge, the Property is in good repair and condition, free of any
      material damage, other than that disclosed in that certain Property Condition
      Report described on Exhibit C and delivered to Beneficiary.

     

    (b)  Beneficiary
      shall have the right, at
      any time and from time to time during normal business hours and upon two (2)
      days advance written notice to Grantor (other than in an emergency situation
      or
      during the continuance of an Event of Default, in which case no written notice
      shall be required), to enter the Property in order to ascertain Grantor’s
      compliance with the Loan Documents, to examine the condition of the Property,
      to
      perform an appraisal, to undertake surveying or engineering work, and to inspect
      premises occupied by tenants, subject, however, to the terms and provisions
      of
      the tenants’ leases.  Grantor shall cooperate with Beneficiary
      performing these inspections.  If an Event of Default exists, Grantor
      shall pay all costs incurred by Beneficiary in connection with any such
      inspections.

     

    (c)  Grantor
      shall use, or cause to be used,
      the Property only for the Use.  Grantor shall not use, or permit the
      use of, the Property for any other use without the prior written consent of
      Beneficiary.  Grantor shall not file or record a declaration of
      condominium, master deed of trust or mortgage or any other similar document
      evidencing the imposition of a so called “condominium regime” whether superior
      or subordinate to this Deed of Trust and  Grantor shall not permit any
      part of the Property to be converted to, or operated as, a “cooperative
      apartment house” whereby the tenants or occupants participate in the ownership,
      management or control of any part of the Property.

     

    (d)  Without
      the prior written consent of
      Beneficiary, Grantor shall not (i) initiate or acquiesce in a change in the
      zoning classification of and/or restrictive covenants affecting the Property
      or
      seek any variance under existing zoning ordinances, (ii)  use or
      permit the use of the Property in a manner which may result in the Use becoming
      a non-conforming use under applicable zoning ordinances, or (iii) subject the
      Property to restrictive covenants.

     

    Section
      2.07                                  COLLATERAL
      SECURITY INSTRUMENTS.  Grantor covenants and agrees that if
      Beneficiary at any time holds additional security for any obligations secured
      by
      this Deed of Trust, it may enforce its rights and remedies with respect to
      such
      security, at its option, either before, concurrently or after a sale of the
      Property is made pursuant to the terms of this Deed of
      Trust.  Beneficiary may apply the proceeds of the additional security
      to the Secured Indebtedness without affecting or waiving any right to any other
      security, including the security under this Deed of Trust, and without waiving
      any breach or default of Grantor under this Deed of Trust or any other Loan
      Document.

     

    Section
      2.08                                  SUITS
      AND OTHER ACTS TO PROTECT THE PROPERTY.

     

    (a)  Grantor
      shall promptly notify Beneficiary of the commencement, or receipt of notice,
      of
      any and all actions or proceedings or other material matter or claim affecting
      the Property and/or the interest of Beneficiary under the Loan Documents which
      accrue or arise at any time prior to the foreclosure of this Deed of Trust
      or
      other transfer of title to the Property in extinguishment of the Secured
      Indebtedness (collectively, “Actions”).  Grantor
      shall appear in and defend any Actions.

     

    (b)  Beneficiary
      shall have the right, at the cost and expense of Grantor , to institute,
      maintain and participate in Actions and take such other action, as it may deem
      appropriate in the good faith exercise of its discretion to preserve or protect
      the Property and/or the interest of Beneficiary under the Loan
      Documents.  Any money paid by Beneficiary under this Section shall be
      reimbursed to Beneficiary in accordance with Section 11.07 hereof.

     

    Section
      2.09                                  WAGE
      CLAIMS.  Grantor represents and warrants that (i) no wage claim is
      currently pending with the Texas Workforce Commission (the "Commission") against
      Grantor pursuant to Section 61 of the Texas Labor Code and (ii) no lien exists
      against the Property pursuant to Section 61 of the Texas Labor
      Code.  Grantor shall not permit any lien to attach to the Property
      pursuant to Section 61 of the Texas Labor Code.  Grantor covenants and
      agrees to provide Beneficiary with copies of any notices or orders received
      by
      Grantor from the Commission or any court in connection with any wage claim
      under
      Section 61 of the Texas Labor Code.

     

    Section
      2.10                                  SINGLE
      PURPOSE ENTITY.  Grantor represents, warrants, and covenants with
      Beneficiary that it has not and shall not: (i) engage in business other than
      owning, managing, leasing, repairing, maintaining and operating the Property;
      (ii) acquire or own a material asset other than the Property and incidental
      personal property; (iii) maintain its assets in a way difficult to segregate
      and
      identify, or commingle its assets with the assets of any other person or entity;
      (iv) fail to hold itself out to the public as a legal entity separate from
      any
      other; (v) fail to conduct business solely in its name or fail to maintain
      records, accounts or bank accounts separate from any other person or entity;
      or
      (vi) dissolve, liquidate, consolidate, merge or sell all or substantially all
      of
      its assets, except as permitted under Section 10.01 of this
      Agreement.

     

    Article
      III.                                

     

    


     

    INSURANCE

     

    Section
      3.01                                  REQUIRED
      INSURANCE AND TERMS OF INSURANCE POLICIES.

     

    (a)  During
      the term of this Deed of Trust, Grantor , at its sole cost and expense, must
      provide insurance policies and certificates of insurance for types of insurance
      described below all of which must be satisfactory to Beneficiary as to form
      of
      policy, amounts, deductibles, sublimits, types of coverage, exclusions and
      the
      companies underwriting these coverages.  In no event shall such
      policies be terminated or otherwise allowed to lapse without replacement
      policies in effect complying with the requirements set forth
      below.  Grantor shall be responsible for its own
      deductibles.  Grantor shall also pay for any insurance, or any
      increase of policy limits, not described in the Deed of Trust which Grantor
      requires for its own protection or for compliance with government
      statutes.  Grantor’s insurance shall be primary and without
      contribution from any insurance procured by Beneficiary including, without
      limitation, any insurance obtained by Beneficiary pursuant to
      Section 3.01(d) hereof.

     

    Policies
      of insurance shall be
      delivered to Beneficiary in accordance with the following
      requirements:

     

    
      	
              (1)

            	
              Property
                insurance on the Improvements and the Personal Property insuring
                against
                any peril now or hereafter included within the classification “All Risk”
                or “Special Perils,” in each case (i) in an amount equal to 100% of
                the “Full Replacement Cost” (as hereinafter defined) of the Improvements
                and Personal Property with a waiver of depreciation and with a Replacement
                Cost Endorsement; (ii) containing no coinsurance provisions or, if
                such provisions are contained therein, then containing an agreed
                amount
                endorsement with respect to the Improvements and Personal Property
                waiving
                all co-insurance provisions; (iii) providing for no deductible in
                excess of $250,000.00; and (iv) containing “Ordinance or Law
                Coverage,” Operation of Building Laws, Demolition Costs and Increased Cost
                of Construction in an amount reasonably required by
                Beneficiary.  The Full Replacement Cost shall be determined from
                time to time by an appraiser or contractor designated and paid by
                Grantor
                and approved by Beneficiary or by an engineer or appraiser in the
                regular
                employ of the insurer.  The “Full Replacement Cost” for purposes
                of this Article III shall mean the estimated total cost of
                construction required to replace the Improvements with a substitute
                of
                like utility, and using modern materials and current standards, design
                and
                layout. For purposes of calculating Full Replacement Cost direct
                (hard)
                costs shall include, without limitation, labor, materials, supervision
                and
                contractor’s profit and overhead and indirect (soft) costs shall include,
                without limitation, fees for architect’s plans and specifications,
                construction financing costs, permits, sales taxes, insurance and
                other
                costs included in the Marshall Valuation Service published by Marshall
                & Swifts.

            


    

     

    
      	
              (2)

            	
              Commercial
                General Liability insurance against claims for personal injury, bodily
                injury, death or property damage occurring upon, in or about the
                Property,
                such insurance (i) to be on the so-called “occurrence” form with a
                combined single limit of not less than the amount set forth in the
                Defined
                Terms; (ii) to continue at not less than this limit until required to
                be changed by Beneficiary in writing by reason of changed economic
                conditions making such protection inadequate; and (iii) to cover at
                least the following hazards: (a) premises and operations;
                (b) products and completed operations on an “if any” basis;
                (c) independent contractors; (d) blanket contractual liability
                for all written and oral contracts; and (e) contractual liability
                covering the indemnities contained in this Deed of Trust to the extent
                available.

            


    

     

    
      	
              (3)

            	
              Business
                Income insurance in an amount sufficient to prevent Grantor from
                becoming
                a co-insurer within the terms of the applicable policies, and sufficient
                to recover twenty-four (24) months “Business Income” (as hereinafter
                defined) and with an Extended Period of Indemnity of twelve (12)
                months.  The amount of such insurance shall be increased from
                time to time during the terms of this Deed of Trust as and when new
                leases
                and renewal leases are entered into and rents payable increase or
                the
                annual estimate of gross income from occupancy of the Property increases
                to reflect such rental increases.  “Business Income” shall mean
                the sum of (i) the total anticipated gross income from occupancy of
                the Property, (ii) the amount of all charges (such as, but not
                limited to, operating expenses, insurance premiums and taxes) which
                are the obligation of tenants or occupants to Grantor , (iii) the
                fair market rental value of any portion of the Property which is
                occupied
                by Grantor , and (iv) any other amounts payable to Grantor or to any
                affiliate of Grantor pursuant to
                Leases.

            


    

     

    
      	
              (4)

            	
              If
                Beneficiary determines at any time that any part of the Property
                is
                located in an area identified on a Flood Hazard Boundary Map or Flood
                Insurance Rate Map issued by the Federal Emergency Management Agency
                as
                having special flood hazards and flood insurance has been made available,
                Grantor will maintain a flood insurance policy meeting the requirements
                of
                the current guidelines of the Federal Insurance Administration with
                a
                generally acceptable insurance carrier, in an amount not less than
                the
                lesser of (i) Full Replacement Cost or (ii) the maximum amount
                of insurance which is available under the National Flood Insurance
                Act of
                1968, the Flood Disaster Protection Act of 1973 or the National Flood
                Insurance Reform Act of 1994, as
                amended.

            


    

     

    
      	
              (5)

            	
              During
                the period of any construction or renovation or alteration of the
                Improvements in an amount greater than $1,000,000.00, a so-called
                “Builder’s All Risk” insurance policy in non-reporting form for any
                Improvements under construction, renovation or alteration including,
                without limitation, for demolition and increased cost of construction
                or
                renovation, in an amount approved by Beneficiary including an Occupancy
                endorsement and Worker’s Compensation Insurance covering all persons
                engaged in the construction, renovation or alteration in an amount
                at
                least equal to the minimum required by statutory limits of the
                State.

            


    

     

    
      	
              (6)

            	
              Workers’
                Compensation insurance, subject to the statutory limits of the State,
                and
                employer’s liability insurance with a limit of at least $1,000,000 per
                accident and per disease per employee, and $1,000,000 for disease
                in the
                aggregate in respect of any work or operations on or about the Property,
                or in connection with the Property or its operations (if
                applicable).

            


    

     

    
      	
              (7)

            	
              Boiler
                & Machinery insurance covering the major components of the central
                heating, air conditioning and ventilating systems, boilers, other
                pressure
                vessels, high pressure piping and machinery, elevators and escalators,
                if
                any, and other similar equipment installed in the Improvements, in
                an
                amount equal to one hundred percent (100%) of the full replacement
                cost of all equipment installed in, on or at the
                Improvements.  These policies shall insure against physical
                damage to and loss of occupancy and use of the Improvements arising
                out of
                an accident or breakdown.

            


    

     

    
      	
              (8)

            	
              Insurance
                from and against all losses, damages, costs, expenses, claims and
                liabilities related to or arising from acts of terrorism, of such
                types,
                in such amounts, with such deductibles, issued by such companies,
                and on
                such forms of insurance policies as required by Beneficiary and as
                may be
                commercially available. Coverage may be included in Grantor’s all-risk
                property insurance policy or in the form of a blanket policy or a
                stand-alone policy, in each case in a manner reasonably satisfactory
                to
                Beneficiary.

            


    

     

    
      	
              (9)

            	
              Business
                Automobile Insurance with a combined single limit of not less than
                $1,000,000 per occurrence for bodily injury and property damage arising
                out of the use of owned, non-owned, hired and/or leased automotive
                equipment when such equipment is operated by Grantor , Grantor’s employees
                or Grantor’s agents in connection with the
                Property.

            


    

     

    
      	
              (10)

            	
              Intentionally
                deleted.

            


    

     

    
      	
              (11)

            	
              Such
                other insurance, to the extent commercially available, (i) as may
                from time to time be required by Beneficiary to replace coverage
                against
                any hazard, which as of the date hereof is insured against under
                any of
                the insurance policies described in subsections (a)(1) through
                (a)(10) of this Section 3.01 and (ii) as may from time to
                time be reasonably required by Beneficiary against other insurable
                hazards, including, but not limited to, vandalism, earthquake,
                environmental, sinkhole and mine
                subsidence.

            


    

     

    (b)  Beneficiary’s
      interest must be clearly stated by endorsement in the insurance policies
      described in this Section 3.01 as follows:

     

    
      	
              (1)

            	
              The
                policies of insurance referenced in subsections (a)(1), (a)(3), (a)(4),
                (a)(5),  (a)(7), and (a)(8) of this Section 3.01 shall
                identify Beneficiary under the New York Standard Mortgagee Clause
                (non-contributory) endorsement (or a clause approved by Beneficiary
                in its sole and absolute discretion containing substantially the
                same
                terms and conditions).

            


    

     

    
      	
              (2)

            	
              The
                insurance policies referenced in Sections 3.1(a)(2) and
                3.1 (a)(9) shall name Beneficiary as an additional
                insured.

            


    

     

    
      	
              (3)

            	
              Intentionally
                deleted.

            


    

     

    
      	
              (4)

            	
              All
                of the policies referred to in Section 3.01 shall provide for at
                least thirty (30) days’ written notice to Beneficiary in the event of
                policy cancellation and/or material change and/or
                non-renewal.

            


    

     

    (c)  All
      the
      insurance companies must be authorized to do business in New York State and
      the
      State and be approved by Beneficiary.  The insurance companies must
      have a general policy rating of A or better and a financial class of X or better
      by A.M. Best Company, Inc. and a claims paying ability of BBB or better
      according to Standard & Poors.  So called “Cut-through”
endorsements shall not be permitted.  Grantor shall deliver evidence
      satisfactory to Beneficiary of payment of premiums due under the insurance
      policies.

     

    (d)  Certified
      copies of the policies, and any endorsements, shall be made available for
      inspection by Beneficiary upon request.  If Grantor fails to obtain or
      maintain insurance policies and coverages as required by this Section 3.01
      (“Required Insurance”) then Grantor shall have the right but
      shall not have the obligation immediately to procure any Required Insurance
      at
      Beneficiary’s cost.

     

    (e)  Grantor
      shall be required during the term of the Loan to continue to provide Beneficiary
      with original renewal policies or replacements of the insurance policies
      referenced in Section 3.01(a).  Beneficiary may accept
      Certificates of Insurance evidencing insurance policies referenced in
      subsections (a)(2), (a)(4), and (a)(6) of this Section 3.01 instead of
      requiring the actual policies.  Beneficiary shall be provided with
      renewal Certificates of Insurance, or Binders, not less than fifteen
      (15) days prior to each expiration.  The failure of Grantor to
      maintain the insurance required under this Article III shall not constitute
      a
      waiver of Grantor’s obligation to fulfill these requirements.

     

    (f)  All
      binders, policies, endorsements, certificates, and cancellation notices are
      to
      be sent to the Beneficiary’s Address for Insurance Notification as set forth in
      the Defined Terms until changed by notice from Beneficiary.

     

    COLLATERAL
      PROTECTION NOTICE PURSUANT TO SECTION 307.052 OF THE TEXAS FINANCE
      CODE:  (A) GRANTOR IS REQUIRED TO: (i) KEEP THE PROPERTY INSURED
      AGAINST DAMAGE IN THE AMOUNT BENEFICIARY SPECIFIES; (ii) PURCHASE THE INSURANCE
      FROM AN INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR
      AN
      ELIGIBLE SURPLUS LINES INSURER; AND (iii) NAME BENEFICIARY AS THE PERSON TO
      BE
      PAID UNDER THE POLICY IN THE EVENT OF A LOSS; (B) GRANTOR MUST, IF REQUIRED
      BY
      BENEFICIARY, DELIVER TO BENEFICIARY A COPY OF THE POLICY AND PROOF OF THE
      PAYMENT OF PREMIUMS; AND (C) IF GRANTOR FAILS TO MEET ANY REQUIREMENT LISTED
      IN
      CLAUSE (A) OR (B) ABOVE, BENEFICIARY MAY OBTAIN COLLATERAL PROTECTION INSURANCE
      ON BEHALF OF GRANTOR AT GRANTOR'S EXPENSE.

     

    Section
      3.02                                  ADJUSTMENT
      OF CLAIMS.  Grantor hereby authorizes and empowers Beneficiary to
      settle, adjust or compromise any claims for damage to, or loss or destruction
      of, all or a portion of the Property, regardless of whether there are Insurance
      Proceeds available or whether any such Insurance Proceeds are sufficient in
      amount to fully compensate for such damage, loss or destruction; provided,
      however, except during the continuation of an Event of Default hereunder, no
      such settlement, adjustment or compromise by Beneficiary shall be made without
      Grantor’s prior written consent to the terms and conditions thereof, which
      consent shall not be unreasonably withheld, conditional or delayed.

     

    Section
      3.03                                  ASSIGNMENT
      TO BENEFICIARY.  In the event of the foreclosure of this Deed of
      Trust or other transfer of the title to the Property in extinguishment of the
      Secured Indebtedness, all right, title and interest of Grantor in and to any
      insurance policy, or premiums or payments in satisfaction of claims or any
      other
      rights under the insurance policies required under Section 3.1(a) above and
      any
      other insurance policies pertaining to the Property with respect to the period
      prior to the foreclosure of this Deed of Trust, or other transfer of title
      to
      the Property in extinguishment of the Secured Indebtedness shall pass to the
      transferee of the Property.

     

    Article
      IV.                                

     

    


     

    BOOKS,
      RECORDS AND ACCOUNTS

     

    Section
      4.01                                  BOOKS
      AND RECORDS.  Grantor shall keep adequate books and records of
      account in accordance with generally accepted accounting principles
      (“GAAP”), or in accordance with other methods acceptable to
      Beneficiary in its sole discretion, consistently applied and furnish to
      Beneficiary:

     

    (a)  a
      quarterly operating statement of the Property detailing the total revenues
      received, total expenses incurred, total cost of all capital improvements,
      total
      debt service and total cash flow, and a current rent roll, each to be prepared
      and certified by Grantor in the form reasonably required by Beneficiary, and
      if
      available, any quarterly operating statement prepared by an independent
      certified public accountant, within thirty to sixty (30-60) days after the
      close
      of each fiscal quarter of Grantor;

     

    (b)  an
      annual
      balance sheet and profit and loss statement of Grantor in the form required
      by
      Beneficiary, prepared and certified by an officer of Grantor within one hundred
      twenty (120) days after the close of each fiscal year of Grantor; provided
      that
      if the requirements of any of clauses (a), (b) and (c) of Section 10.01(c)(i)
      are no longer satisfied and Grantor is not a Hines Affiliate (as defined below),
      if required by Beneficiary, such annual balance sheet and profit and loss
      statement of Grantor shall be audited and prepared by an independent certified
      public accountant acceptable to Beneficiary;

     

    (c)  an
      annual
      operating budget presented on a monthly basis consistent with the annual
      operating statement described above for the Property including cash flow
      projections for the upcoming two (2) year period and all proposed capital
      replacements and improvements at least fifteen (15) days prior to the start
      of
      each calendar year; and

     

    (d)  an
      annual
      ARGUS© valuation file in electronic form which includes, without limitation, a
      then current rent roll, all income of the Property, and all Property
      expenses.

     

    Section
      4.02                                  PROPERTY
      REPORTS.  Upon request from Beneficiary or its representatives and
      designees, Grantor shall furnish in a timely manner to Beneficiary:

     

    (a)  a
      property management report for the Property, showing the number of inquiries
      made and/or rental applications received from tenants or prospective tenants
      and
      deposits received from tenants and any other information reasonably requested
      by
      Beneficiary, in reasonable detail and certified by Grantor (or an officer,
      general partner, member or principal of Grantor if Grantor is not an individual)
      to be true and complete in all material respects to its (or his or her, as
      the
      case may be) knowledge, but no more frequently than quarterly; and

     

    (b)  an
      accounting of all security deposits held in connection with any Lease of any
      part of the Property, including the name and identification number of the
      accounts in which such security deposits are held, the name and address of
      the
      financial institutions in which such security deposits are held and the name
      of
      the person to contact at such financial institution, along with any authority
      or
      release necessary for Beneficiary to obtain information regarding such accounts
      directly from such financial institutions.

     

    Section
      4.03                                  ADDITIONAL
      MATTERS.

     

    (a)  Grantor
      shall furnish Beneficiary with such other additional financial or management
      information (including State and Federal tax returns) as may, from time to
      time,
      be reasonably required by Beneficiary in form and substance satisfactory to
      Beneficiary.

     

    (b)  Grantor
      shall furnish Beneficiary and its agents convenient facilities for the
      examination and audit of any such books and records.

     

    (c)  Beneficiary
      and its representatives shall have the right upon prior written notice to
      examine and audit the records, books, management and other papers of Grantor
      and
      its affiliates (including any Liable Parties) which reflect upon their financial
      condition and/or the income, expenses and operations of the Property, at the
      Property or at any office regularly maintained by Grantor, its affiliates
      (including any Liable Parties) where the books and records pertaining to the
      Property are located.  Beneficiary shall have the right upon advance
      notice to make copies and extracts from the foregoing records and other
      papers.

     

    Article
      V.                                

     

    


     

    LEASES
      AND OTHER AGREEMENTS AFFECTING THE PROPERTY

     

    Section
      5.01                                  GRANTOR’S
      REPRESENTATIONS AND WARRANTIES.

     

    Grantor
      represents and warrants to Trustee and Beneficiary, as of the date hereof,
      as
      follows:

     

    (a)  There
      are
      no leases or occupancy agreements affecting the Property except those leases
      and
      amendments listed on the Certificate Relative to Rent Roll of even date executed
      by Grantor and Grantor has delivered to Beneficiary true, correct and complete
      copies of all leases, including amendments (collectively, “Existing
      Leases”) and all guaranties and amendments of guaranties given in
      connection with the Existing Leases (the
“Guaranties”).

     

    (b)  There
      are
      no defaults by Grantor under the Existing Leases and Guaranties and, to the
      best
      knowledge of Grantor, there are no defaults by any tenants under the Existing
      Leases (except for certain defaults by Texas Petroleum Resources which have
      been
      disclosed to Beneficiary) or any guarantors under the Guaranties, except in
      each
      case, such defaults as may have been previously disclosed to Beneficiary in
      any
      executed estoppel certificate obtained by Grantor and delivered to Beneficiary
      in connection with the Loan.  The Existing Leases and the Guaranties
      are in full force and effect.

     

    (c)  To
      the
      best knowledge of Grantor, except as may have been previously disclosed to
      Beneficiary in any executed estoppel certificate obtained by Grantor and
      delivered to Beneficiary in connection with the Loan, none of the tenants now
      occupying 10% or more of the Property or having a current lease affecting 10%
      or
      more of the Property is the subject of any bankruptcy, reorganization or
      insolvency proceeding or any other debtor-creditor proceeding.

     

    (d)  No
      Existing Leases may be amended, terminated or canceled unilaterally by a tenant
      and no tenant may be released from its obligations, except (1) in the event
      of
      (i) material damage to, or destruction of, the Property or (ii) condemnation,
      or
      (2) as expressly set forth in the Existing Leases.

     

    Section
      5.02                                  ASSIGNMENT
      OF LEASES.  In order to further secure payment of the Secured
      Indebtedness and the performance of Grantor’s obligations under the Loan
      Documents, Grantor absolutely, presently and unconditionally grants, assigns
      and
      transfers to Beneficiary all of Grantor’s right, title, interest and estate in,
      to and under (i) all of the Existing Leases and Guaranties affecting the
      Property and (ii) all of the future leases of the Property (meaning leases
      entered into after the date hereof of space in the Property by Grantor) and
      all
      amendments thereof, and all guaranties and amendments of guaranties with respect
      thereto, and (iii) the Rents and Profits.  Grantor acknowledges that
      it is permitted to collect the Rents and Profits pursuant to a revocable license
      unless and until an Event of Default occurs.  The Existing Leases and
      Guaranties and all such future leases, lease amendments, guaranties and
      amendments of guaranties are collectively referred to as the
“Leases”.  Grantor acknowledges that it is permitted
      to collect the Rents and Profits pursuant to a revocable license until an Event
      of Default occurs.  The assignment of the Leases in this Deed of Trust
      shall not affect a pro tanto payment of the Secured Indebtedness or the
      obligations of Grantor pursuant to the Indemnity Agreement.  Further,
      receipt by Beneficiary of Rents and Profits shall not be deemed to constitute
      a
pro tanto payment of the Secured Indebtedness or the obligations of
      Grantor pursuant to the Indemnity Agreement, but shall be applied as set forth
      in that certain Assignment of Leases of even date herewith, executed by Grantor
      to Beneficiary.

     

    Section
      5.03                                  PERFORMANCE
      OF OBLIGATIONS.

     

    (a)  Grantor
      shall perform all of its obligations under any and all Leases.  If any
      of the acts described in this Section requiring the consent or approval of
      Beneficiary are done without the written consent of Beneficiary (unless
      Beneficiary’s consent is deemed given pursuant to the provisions of this
      Section), then, at the option of Beneficiary, such acts shall be of no force
      or
      effect and Grantor’s actions shall constitute a default under this Deed of
      Trust.

     

    (b)  Grantor
      agrees to furnish Beneficiary executed copies of all future Leases.

     

    (c)  Grantor
      shall not, without the express written consent of Beneficiary (unless pursuant
      to provisions of this Section such consent is deemed given by reason of
      Beneficiary’s failure to timely respond to a request for consent):

     

    (i)  enter
      into any new Lease unless (x) such Lease is consistent with the Leasing
      Guidelines, and (y) such new Lease is on a standard form of Lease developed
      for
      the Property which has been previously approved by Beneficiary (the
“Standard Lease Form”), provided, however, that Grantor may
      make non-material changes to such Standard Lease Form so long as such changes
      do
      not conflict with the Leasing Guidelines.  The Leasing Guidelines are
      attached hereto as Exhibit “B”; or

     

    (ii)  extend
      any Lease, provided, however, that Grantor may extend any Lease so long as
      the
      terms of such extension are consistent with the Leasing Guidelines agreed to
      by
      Beneficiary from time to time or if such extension is pursuant to a right the
      tenant exercises under its Lease; or

     

    (iii)  cancel
      or
      terminate any Leases except in the case of a default unless Grantor has entered
      into new Leases (which must comply with clause (i) above) (a) covering all
      of
      the premises of the Leases being terminated or surrendered, or (b) less than
      all
      of the premises of the Leases being terminated or surrendered if the rent
      payable under the new Leases is equal to or greater than the rent payable under
      the Leases being terminated or surrendered, or

     

    (iv)  modify
      or
      amend any Leases in any material way or reduce the rent unless, after giving
      effect to such amendment or modification, the Lease is consistent with the
      Leasing Guidelines; provided, however, (a) that any such amendment
      or modification may include non-material modifications so long as such amendment
      or modification is consistent with the Leasing Guidelines and (b) nothing in
      this clause (iv) shall be deemed to prevent Grantor from entering into
      amendments required under the terms of Leases; or

     

    (v)  unless
      the tenants remain liable under the Leases, consent to an assignment of the
      tenant’s interest or to a subletting of the demised premises under any Lease;
      or

     

    (vi)  accept
      payment of advance rents in an amount in excess of one month’s rent;
      or

     

    (vii)  enter
      into or grant any options to purchase the Property; or

     

    (viii)  enter
      into any lease that grants recourse against Grantor which is not limited to
      Grantor’s interest in the Property or to the proceeds thereof.

     

    When
      Beneficiary’s approval is required under this Section 5.03, Beneficiary shall
      respond to Grantor’s request for approval within five (5) business days after
      submittal of all required information. If Beneficiary does not respond within
      such initial five (5) business day period, Grantor may send a written notice
      notifying Beneficiary that if Beneficiary does not provide a response within
      an
      additional five (5) business days after receipt of such notice, such proposed
      lease or amendment to lease will be deemed approved, provided that such notice
      must be sent after the expiration of such initial five (5) business day
      period and must include the following statement on the first page in all
      capital letters and boldface type in order for it to be deemed validly delivered
      to Beneficiary:

     

    “YOUR
      FAILURE TO RESPOND IN WRITING TO GRANTOR’S SECOND REQUEST FOR APPROVAL OF THE
      MATTER DESCRIBED HEREIN RELATING TO A LEASE AT JPMORGAN CHASE TOWER, DALLAS,
      TEXAS, AS SET FORTH HEREIN WITHIN FIVE (5) BUSINESS DAYS FROM THE DATE YOU
      RECEIVE THIS REQUEST SHALL BE DEEMED TO CONSTITUTE BENEFICIARY’S APPROVAL OF
      SUCH REQUEST.”

     

    For
      purposes of this Section and any letter delivered to Beneficiary pursuant to
      this Section, the term “business days” shall mean any day other than Saturday or
      Sunday or any other day on which banks in the State of New York are authorized
      to be closed.

    


    Notwithstanding
      anything herein to the contrary, Grantor shall have the right
      to enter into Leases or amendments to Leases without
      Beneficiary’s consent which (i) comply with the Leasing Guidelines then in
      effect, and (ii) are based on the Standard Lease Form developed for the Property
      with such non-material changes to such Standard Lease Form that do not conflict
      with the Leasing Guidelines.

    


    Section
      5.04                                  SUBORDINATE
      LEASES.  Each Lease entered into after the date hereof affecting
      the Property shall be absolutely subordinate to the lien of this Deed of Trust
      and shall also contain a provision, satisfactory to Beneficiary, to the effect
      that in the event of the judicial or non-judicial foreclosure of the Property,
      at the election of the acquiring foreclosure purchaser, the particular Lease
      shall not be terminated and the tenant shall attorn to the
      purchaser.  If Beneficiary requests, Grantor shall cause a tenant or
      tenants to enter into subordination and attornment agreements or nondisturbance
      agreements with Beneficiary on forms which have been approved by Beneficiary,
      subject to such changes and modifications thereto to which Beneficiary shall
      agree in its reasonable discretion.  Notwithstanding the foregoing, if
      the Lease prepared for said tenant has been approved by Beneficiary (or if
      such
      Lease does not require Beneficiary’s prior written consent as set forth in
      Section 5.03(c)), then, upon Grantor’s request, Beneficiary hereby agrees
      to a provide a non-disturbance agreement to such tenant on Beneficiary’s
      standard form of non-disturbance agreement, subject to such changes and
      modifications thereto to which Beneficiary shall agree in its reasonable
      discretion.  Grantor agrees to pay Beneficiary, if and only if Grantor
      requests such non-disturbance agreement, (i) a $2,500 fee per non-disturbance
      agreement provided by Beneficiary, plus (ii) any and all reasonable third
      party attorneys’ fees incurred by Beneficiary in connection with providing any
      such non-disturbance agreement.

     

    Section
      5.05                                  LEASING
      COMMISSIONS.  Grantor covenants and agrees that all contracts and
      agreements relating to the Property requiring the payment of leasing
      commissions, management fees or other similar compensation shall (i) provide
      that the obligation will not be enforceable against Beneficiary and (ii) be
      subordinate to the lien of this Deed of Trust.  Beneficiary will be
      provided evidence of Grantor’s compliance with this Section upon
      request.

     

    Section
      5.06                                  Intentionally
      Deleted.

     

    Article
      VI.                                

     

    


     

    ENVIRONMENTAL
      HAZARDS

     

    Section
      6.01                                  REPRESENTATIONS
      AND WARRANTIES; COVENANTS OF GRANTOR.

     

    (a)  Representations
      and Warranties.  Grantor hereby represents and warrants to
      Beneficiary that, as of the date hereof (i) except as disclosed to Beneficiary
      in that certain Environmental Report described on Exhibit C and delivered to
      Beneficiary (the “Environmental Report”), neither Grantor nor,
      to Grantor’s actual knowledge, any tenant, subtenant or occupant of the
      Property, has at any time placed, suffered or permitted the presence of any
      Hazardous Materials (as defined in Section 6.05) at, on, under, within or about
      the Property except for Permitted Materials (as hereinafter defined) and except
      as expressly approved by Beneficiary in writing, (ii) except as disclosed to
      Beneficiary in writing in the Environmental Report, all operations or activities
      upon the Property by Grantor, and any use or occupancy of the Property by
      Grantor are presently in compliance with all Requirements of Environmental
      Laws
      (as defined in Section 6.06), (iii) except as disclosed to Beneficiary in
      the Environmental Report, Grantor does not know of, and has not received, any
      written or oral notice or other communication from any person or entity
      (including, without limitation, a governmental entity) relating to
      (a) Hazardous Materials at the Property or any other property in reasonable
      proximity to the Property in violation of Requirements of Environmental Laws
      or
      the performance of Remedial Work pertaining thereto, (b) possible liability
      of any person or entity relating to the Property pursuant to any Requirements
      of
      Environmental Laws, (c) other adverse environmental conditions in
      connection with the Property or (d) any actual administrative or judicial
      proceedings in connection with any of the foregoing, and (iv) Grantor has
      truthfully and fully provided to Beneficiary, in writing, any and all
      information relating to environmental conditions in, on, under or from the
      Property that is known to Grantor and that is contained in Grantor’s files and
      records, including, without limitation, any reports relating to Hazardous
      Materials in, on, under or from the Property and/or to the environmental
      condition of the Property.  As used herein, the term
“Permitted Materials” shall mean and be limited to
      (i) such cleaning fluids, office products and similar Hazardous Materials
      as are typically used by owners, managers, operators and tenants of properties
      similar to the Property in connection with the ownership, operation,
      maintenance, repair, management and/or leasing of such property, and
      (ii) with respect to passenger vehicles parking in the parking facilities
      located on the Land, motor fuel, oil, lubricants and similar substances
      typically contained within such vehicles, provided the same are only maintained
      in such quantities and are of such composition as not to pose a risk of a
      violation of  Environmental Laws and are at all times used, stored and
      disposed of in compliance with the Requirements of Environmental
      Laws.

     

    (b)  Covenants.  Grantor
      hereby covenants and agrees with Beneficiary that (i) all operations or
      activities upon the Property by Grantor and any use or occupancy of the Property
      by Grantor shall be in compliance with all requirements of Environmental Laws,
      (ii) Grantor will use commercially reasonable efforts to assure that any
      tenant, subtenant or occupant of the Property shall in the future be in
      compliance with all Requirements of Environmental Laws applicable to their
      operations or activities at the Property, and (iii) Grantor shall not do
      and shall exercise commercially reasonable efforts not to permit any tenant
      or
      other user of the Property to do any act that impairs the value of the Property,
      is contrary to any requirement of any insurer, constitutes a public or private
      nuisance, constitutes waste, or violates any covenant, condition, agreement
      or
      easement applicable to the Property.

     

    Section
      6.02                                  REMEDIAL
      WORK.  In the event any investigation or monitoring of site
      conditions or any clean-up, containment, restoration, removal or other remedial
      work (collectively, the “Remedial Work”) is required at the
      Property or as a result of conditions at the Property under any Requirements
      of
      Environmental Laws, Grantor shall perform or cause to be performed the Remedial
      Work in compliance with the applicable law, regulation, order or
      agreement.  Unless otherwise agreed in writing by Beneficiary, all
      Remedial Work shall be performed by one or more contractors, selected by Grantor
      and reasonably approved in advance in writing by Beneficiary, and under the
      supervision of a consulting engineer, selected by Grantor and reasonably
      approved in advance in writing by Beneficiary.  All costs and expenses
      of Remedial Work shall be paid by Grantor including, without limitation, the
      charges of the contractor(s) and/or the consulting engineer, and Beneficiary’s
      reasonable attorneys’, architects’ and/or consultants’ fees and costs incurred
      in connection with monitoring or review of the Remedial Work.  In the
      event Grantor shall fail to timely commence, or cause to be commenced, or fail
      to diligently prosecute to completion, the Remedial Work, Beneficiary may,
      but
      shall not be required to, cause such Remedial Work to be performed, subject
      to
      the provisions of Sections 11.5 and 11.6.  Notwithstanding anything to
      the contrary contained herein, Grantor shall have no obligation to Beneficiary
      (for reimbursement or otherwise) with respect to Remedial Work required as a
      direct result of (i) any grossly negligent or willful act of Beneficiary or
      its
      respective officers, agents, contractors, subcontractors or employees, or (ii)
      events or circumstances first occurring after a foreclosure of this Deed of
      Trust or other transfer of title to the Property in extinguishment of the
      Secured Indebtedness.

     

    Section
      6.03                                  ENVIRONMENTAL
      SITE ASSESSMENT.  Beneficiary shall have the right, if an Event of
      Default has occurred and is continuing, as frequently as Beneficiary may deem
      it
      appropriate in its sole discretion, to undertake, at the expense of Grantor,
      an
      environmental site assessment on the Property, including any testing that
      Beneficiary may determine, in its sole discretion, is necessary or desirable
      to
      ascertain the environmental condition of the Property and the compliance of
      the
      Property with Requirements of Environmental Laws.  Additionally,
      Beneficiary shall have the right to undertake, at Beneficiary’s expense, such
      additional environmental site assessments on the Property as Beneficiary from
      time to time deems advisable in its reasonable discretion.  Grantor
      shall cooperate fully with Beneficiary and its consultants performing such
      assessments and tests.

     

    Section
      6.04                                  UNSECURED
      OBLIGATIONS.  The lien of this Deed of Trust shall not secure (i)
      any obligations evidenced by or arising under the Indemnity Agreement
      (“Unsecured Obligations”), or (ii) any other obligations to the
      extent that they are the same or have the same effect as any of the Unsecured
      Obligations.  The Unsecured Obligations shall continue in full force,
      and any breach or default of any such obligations shall constitute a breach
      or
      default under this Deed of Trust but the proceeds of any foreclosure sale shall
      not be applied against Unsecured Obligations.  Nothing in this Section
      shall in any way limit or otherwise affect the right of Beneficiary to obtain
      a
      judgment in accordance with applicable law for any deficiency in recovery of
      all
      obligations that are secured by this Deed of Trust following foreclosure,
      notwithstanding that the deficiency judgment may result from diminution in
      the
      value of the Property by reason of any event or occurrence pertaining to
      Hazardous Materials or any Requirements of Environmental Laws.

     

    Section
      6.05                                  HAZARDOUS
      MATERIALS.

     

    “Hazardous
      Materials” shall mean:

    


    (a)  Those
      substances included within the definitions of “hazardous substances,” “hazardous
      materials,” “toxic substances,” or “solid waste” in the Comprehensive
      Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C.
      Section 9601 etseq.) (“CERCLA”), as amended by Superfund
      Amendments and Reauthorization Act of l986 (Pub. L. 99-499 100 Stat. 1613)
      (“SARA”), the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
      Section 6901 etseq.) (“RCRA”), and the Hazardous Materials
      Transportation Act, 49 U.S.C. Section 5101 etseq., and
      in the regulations promulgated pursuant to said laws, all as
      amended;

     

    (b)  Those
      substances defined as "hazardous wastes" in the Texas Solid Waste Disposal
      Act
      (Texas Health & Safety Code, Title 5, Subtitle B), the Texas Clean
      Air Act (Texas Health & Safety Code, Title 5, Subtitle C), the
      Texas Pesticide Control Act (Tex. Agric. Code Ann. Section 76.001
etseq.) and Subchapter I of the Texas Water Code (V.T.C.A.,
      Water Code Section 26.341 etseq.) and in the regulations
      promulgated pursuant to such laws;

     

    (c)  Those
      chemicals known to cause cancer or reproductive toxicity, as published pursuant
      to the Texas Solid Waste Disposal Act (Texas Health & Safety Code,
      Title 5, Subtitle B), the Texas Clean Air Act (Texas Health &
Safety Code, Title 5, Subtitle C), the Texas Pesticide Control Act
      (Tex. Agric. Code Ann. Section 76.001 etseq.) and
      Subchapter I of the Texas Water Code (V.T.C.A., Water Code
      Section 26.341 etseq.);

     

    (d)  Those
      substances listed in the United States Department of Transportation Table (49
      CFR 172.101 and amendments thereto) or by the Environmental Protection Agency
      (or any successor agency) as hazardous substances (40 CFR Part 302 and
      amendments thereto);

     

    (e)  Any
      material, waste or substance which is (A) petroleum, including crude oil or
      any
      fraction thereof, natural gas, natural gas liquids, liquefied natural gas,
      synthetic gas usable for fuel, or any mixture thereof, (B) asbestos, (C)
      polychlorinated biphenyls, (D) designated as a “hazardous substance” pursuant to
      Section 311 of the Clean Water Act, 33 U.S.C. Sections 1251 etseq.
      (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water
      Act (33 U.S.C. Section 1317), (E) a chemical substance or mixture regulated
      under the Toxic Substances Control Act of 1976, 15 U.S.C. Sections 2601
etseq., (F) flammable explosives, or (G) radioactive
      materials; and

     

    (f)  Such
      other substances, materials and wastes which are or become regulated as
      hazardous or toxic under applicable local, Texas or federal law, or the United
      States government, or which are classified as hazardous or toxic under federal,
      Texas, or local laws or regulations.

     

    Section
      6.06                                  REQUIREMENTS
      OF ENVIRONMENTAL LAWS.  “Requirements of Environmental
      Laws” shall mean all requirements of environmental, ecological or
      health (to the extent relating to environmental matters) laws or regulations
      or
      rules of common law related to the environmental condition of the Property,
      including, without limitation, all requirements imposed by any environmental
      permit, law, rule, order, or regulation of any federal, state, or local
      executive, legislative, judicial, regulatory, or administrative agency, which
      relate to (i) exposure to Hazardous Materials; (ii) pollution or
      protection of the air, surface water, ground water, land; (iii) solid, gaseous,
      or liquid waste generation, treatment, storage, disposal, or transportation;
      or
      (iv) regulation of the manufacture, processing, distribution and commerce,
      use,
      or storage of Hazardous Materials.

     

    Article
      VII.                                

     

    


     

    CASUALTY,
      CONDEMNATION AND RESTORATION

     

    Section
      7.01                                  GRANTOR’S
      REPRESENTATIONS.

     

    Grantor
      represents and warrants, as of the date hereof, as follows:

    


    (a)  Except
      as
      expressly approved by Beneficiary in writing, no casualty or damage to any
      part
      of the Property which would cost more than $50,000 to restore or replace has
      occurred which has not been fully restored or replaced.

     

    (b)  No
      part
      of the Property has been taken in condemnation or other similar proceeding
      or
      transferred in lieu of condemnation, nor has Grantor received notice of any
      proposed condemnation or other similar proceeding affecting the
      Property.

     

    (c)  There
      is
      no pending proceeding for the total or partial condemnation of the
      Property.

     

    Section
      7.02                                  RESTORATION.

     

    (a)  Grantor
      shall give prompt written notice of any casualty to the Property to Beneficiary
      whether or not required to be insured against.  The notice shall
      describe the nature and cause of the casualty and the extent of the damage
      to
      the Property.  Grantor covenants and agrees to commence and diligently
      pursue to completion the Restoration.  Notwithstanding the foregoing,
      Grantor shall not be required to pursue or complete the Restoration if
      Beneficiary receives and thereafter fails to make available to Grantor Insurance
      Proceeds.

     

    (b)  Grantor
      assigns to Beneficiary all Insurance Proceeds which Grantor is entitled to
      receive in connection with a casualty to the Property whether or not such
      insurance is required under this Deed of Trust.  In the event of any
      damage to or destruction of the Property, and provided (1) an Event of Default
      does not currently exist, and (2) Beneficiary has reasonably determined that
      (i)
      there has not been an Impairment of the Security (as defined in Section
      7.02(c)), and (ii) the repair, restoration and rebuilding of any portion of
      the
      Property that has been partially damaged or destroyed (the
“Restoration”) can be accomplished during the Term of the Loan
      in full compliance with all Requirements to substantially the same condition,
      character and general utility as nearly as possible to that existing immediately
      prior to the casualty and at least equal in value as that existing immediately
      prior to the casualty, the Net Insurance Proceeds shall be applied to the Cost
      of Restoration in accordance with the terms of this
      Article.  Beneficiary shall hold and disburse the Insurance Proceeds
      less the cost, if any, to Beneficiary of recovering the Insurance Proceeds
      including, without limitation, reasonable attorneys’ fees and expenses, and
      adjusters’ fees (the “Net Insurance Proceeds”) to the
      Restoration.

     

    (c)  For
      the
      purpose of this Article, “Impairment of the Security” shall
      mean any or all of the following: (i) any of the Leases for more than 40,000
      square feet existing immediately prior to the damage, destruction condemnation
      or casualty shall have been cancelled, or shall contain any exercisable right
      (unless such right is waived in writing) to cancel as a result of the damage,
      destruction or casualty; (ii) the casualty or damage occurs during the last
      year
      of the term of the Loan; or (iii) restoration of the Property is estimated
      to
      require more than one year to complete from the date of the
      occurrence.

     

    (d)  If
      the
      Net Insurance Proceeds are to be used for the Restoration in accordance with
      this Article, Grantor shall comply with Beneficiary’s Requirements For
      Restoration as set forth in Section 7.04 below.  Upon Grantor’s
      satisfaction and completion of the Requirements For Restoration and upon
      confirmation that there is no Event of Default then existing, Beneficiary shall
      pay any remaining Restoration Funds (as defined in Section 7.04 below) then
      held
      by Beneficiary to Grantor.

     

    (e)  In
      the
      event that the conditions for Restoration set forth in this Section have not
      been met, Beneficiary may, at its option, apply the Net Insurance Proceeds
      to
      the reduction of the Secured Indebtedness in such order as Beneficiary may
      determine and Beneficiary may declare the entire Secured Indebtedness
      immediately due and payable, it being understood that the right of Beneficiary
      to receive a Prepayment Fee in connection with such payment of the Secured
      Indebtedness shall be governed by the provisions of Section 9(d) of the
      Note.  After payment in full of the Secured Indebtedness, any
      remaining Restoration Funds shall be paid to Grantor.

     

    Section
      7.03                                  CONDEMNATION.

     

    (a)  If
      the
      Property or any part of the Property is taken by reason of any condemnation
      or
      similar eminent domain proceeding, or by a grant or conveyance in lieu of
      condemnation or eminent domain (“Condemnation”), Beneficiary
      shall be entitled to all compensation, awards, damages, proceeds and payments
      or
      relief for the Condemnation (“Condemnation
      Proceeds”).  At its option, Beneficiary shall be entitled to
      commence, appear in and prosecute in its own name any action or proceeding
      or to
      make any compromise or settlement in connection with such
      Condemnation.  Grantor hereby irrevocably constitutes and appoints
      Beneficiary as its attorney-in-fact, which appointment is coupled with an
      interest, to commence, appear in and prosecute any action or proceeding or
      to
      make any compromise or settlement in connection with any such
      Condemnation.  Notwithstanding the foregoing, except during the
      continuation of an Event of Default hereunder, Beneficiary shall not exercise
      such power of attorney, nor shall any such settlement, adjustment or compromise
      by Beneficiary be made without Grantor’s prior written consent to the terms and
      conditions thereof, unless an Event of Default then exists hereunder, which
      consent shall not be unreasonably withheld, conditioned or delayed.

     

    (b)  Grantor
      hereby assigns to Beneficiary all Condemnation Proceeds which Grantor is
      entitled to receive.  In the event of any Condemnation, and provided
      (1) an Event of Default does not currently exist, (2) Beneficiary has reasonably
      determined that (i) there has not been an Impairment of the Security, and (ii)
      the Restoration of any portion of the Property that has not been taken can
      be
      accomplished during the Term of the Loan in full compliance with all
      Requirements to substantially the same condition, character and general utility
      as nearly as possible to that existing immediately prior to the taking and at
      least equal in value as that existing immediately prior to the taking, then
      Grantor shall commence and diligently pursue to completion the
      Restoration.  Beneficiary shall hold and disburse the Condemnation
      Proceeds less the cost, if any, to Beneficiary of recovering the Condemnation
      Proceeds including, without limitation, reasonable attorneys’ fees and expenses,
      and adjusters’ fees  (the “Net Condemnation
      Proceeds”)  to the Restoration.

     

    (c)  In
      the
      event the Net Condemnation Proceeds are to be used for the Restoration, Grantor
      shall comply with Beneficiary’s Requirements For Restoration as set forth in
      Section 7.04 below.  Upon Grantor’s satisfaction and completion of the
      Requirements For Restoration and upon confirmation that there is no Event of
      Default then existing, Beneficiary shall pay any remaining Restoration Funds
      (as
      defined in Section 7.04 below) then held by Beneficiary to Grantor.

     

    (d)  In
      the
      event that the conditions for Restoration set forth in this Section have not
      been met, Beneficiary may, at its option, apply the Net Condemnation Proceeds
      to
      the reduction of the Secured Indebtedness in such order as Beneficiary may
      determine and Beneficiary may declare the entire Secured Indebtedness
      immediately due and payable, it being understood that the right of Beneficiary
      to receive a Prepayment Fee in connection with such payment of the Secured
      Indebtedness shall be governed by the provisions of Section 9(d) of the
      Note.  After payment in full of the Secured Indebtedness, any
      remaining Restoration Funds shall be paid to Grantor.

     

    Section
      7.04                                  REQUIREMENTS
      FOR RESTORATION.  Unless otherwise expressly agreed in a writing
      signed by Beneficiary, the following are the Requirements For
      Restoration:

     

    (a)  If
      the
      Net Insurance Proceeds or Net Condemnation Proceeds are to be used for the
      Restoration, prior to the commencement of any Restoration work (the
“Work”), Grantor shall provide Beneficiary for its review and
      written approval (i) to the extent damage is sufficient to require plans to
      restore, complete plans and specifications for the Work which (A) have been
      approved by all required governmental authorities, (B) have been approved by
      an
      architect reasonably satisfactory to Beneficiary (the
“Architect”) and (C) are accompanied by Architect’s signed
      statement of the total estimated cost of the Work (the “Approved Plans
      and Specifications”); (ii) the amount of money (or a letter of credit
      in such amount, form, scope and substance acceptable to Beneficiary in its
      sole
      discretion) which Beneficiary reasonably determines will be sufficient when
      added to the Net Insurance Proceeds or Condemnation Proceeds to pay the entire
      cost of the Restoration (collectively referred to as the “Restoration
      Funds”), which Restoration Funds shall be held in an interest bearing
      account, with all interest earned therein becoming part of the Restoration
      Funds; (iii) evidence that the Approved Plans and Specifications and the Work
      are in compliance with all Requirements; (iv) an executed contract for
      construction with a contractor reasonably satisfactory to Beneficiary (the
      “Contractor”) in a form approved by Beneficiary in writing; and
      (v) a surety bond and/or guarantee of payment with respect to the completion
      of
      the Work.  The bond or guarantee shall be satisfactory to Beneficiary
      in form and amount and shall be signed by a surety or other entities who are
      acceptable to Beneficiary.

     

    (b)  Grantor
      shall not commence the Work, other than temporary work to protect the Property
      or prevent interference with business, until Grantor shall have complied with
      the requirements of subsection (a) of this Section 7.04.  So long as
      there does not currently exist an Event of Default and the following conditions
      have been complied with or, in Beneficiary’s reasonable discretion, waived,
      Beneficiary shall disburse the Restoration Funds in increments to Grantor,
      from
      time to time as the Work progresses:

     

    (i)  Grantor
      shall be in charge of the Work.

     

    (ii)  Beneficiary
      shall disburse the Restoration Funds directly or through escrow with a title
      company selected by Grantor and reasonably approved by Beneficiary, upon not
      less than ten (10) days’ prior written notice from Grantor to Beneficiary and
      Grantor’s delivery to Beneficiary of (A) Grantor’s written request for
      payment (a “Request for Payment”) accompanied by a certificate
      by Architect in a form reasonably satisfactory to Beneficiary which states
      that
      (a) all of the Work completed to that date has been completed in substantial
      compliance with the Approved Plans and Specifications and in accordance with
      all
      Requirements, (b) the amount requested has been paid or is then due and payable
      and is properly a part of the cost of the Work, and  (c) when added to
      all sums previously paid by Beneficiary, the requested amount does not exceed
      the value of the Work completed to the date of such certificate; and
      (B) evidence satisfactory to Beneficiary that the balance of the
      Restoration Funds remaining after making the payments shall be sufficient to
      pay
      the balance of the cost of the Work.  Each Request for Payment shall
      be accompanied by (x) waivers of liens covering that part of the Work previously
      paid for, if any (y) a title search or by other evidence reasonably satisfactory
      to Beneficiary that no mechanic’s or materialmen’s liens or other similar liens
      for labor or materials supplied in connection with the Work  have been
      filed against the Property and not discharged of record (or if such liens exist,
      adequate security (including, if applicable, a bond in form and substance
      satisfactory to Beneficiary) shall have been provided therefor, provided that
      in
      all events any lien must be discharged, released or adequately bonded around,
      in
      a manner satisfactory to Beneficiary, within thirty (30) days after receipt
      of
      notice of its existence but in all events prior to the foreclosure thereof),
      and
      (z) an endorsement to Beneficiary’s title policy insuring that no encumbrance
      exists on or affects the Property other than the Permitted Exceptions and such
      other matters as Beneficiary may approve in writing; provided, that if such
      endorsement is not available under applicable title insurance regulations,
      each
      Request for Payment shall be accompanied by a title search showing no new
      encumbrances exiting on or affecting the Property other than the Permitted
      Exceptions and such other matters as Beneficiary may approve in
      writing.

     

    (iii)  The
      final
      Request for Payment shall be accompanied by (a) a final certificate of occupancy
      or other evidence of approval of appropriate governmental authorities for the
      use and occupancy of the Improvements, (b) evidence that the Restoration has
      been completed in substantial accordance with the Approved Plans and
      Specifications and in accordance with all Requirements, (c) evidence that
      the costs of the Restoration have been paid in full (or with the application
      of
      the sums requested in such final Request for Payment will be paid in full),
      and
      (d) evidence that no mechanic’s or similar liens for labor or material supplied
      in connection with the Restoration are outstanding against the Property,
      including  final waivers of liens covering all of the Work and an
      endorsement to Beneficiary’s title policy insuring that no encumbrance exists on
      or affects the Property other than the Permitted Exceptions and such other
      matters as Beneficiary may approve in writing; provided, that if such
      endorsement is not available under applicable title insurance regulations,
      the
      final Request for Payment shall be accompanied by a title search showing no
      new
      encumbrances exiting on or affecting the Property other than the Permitted
      Exceptions and such other matters as Beneficiary may approve in
      writing.

     

    (c)  If
      (i)
      within sixty (60) days after the occurrence of any damage, destruction or
      condemnation requiring Restoration and plans and specifications are required
      in
      connection therewith, Grantor fails to submit to Beneficiary and receive from
      Beneficiary Beneficiary’s approval of the applicable plans and specifications or
      after such approval is obtained fails to deposit with Beneficiary the additional
      amount necessary to accomplish the Restoration as provided in subparagraph
      (a)
      above, or (ii) after such plans and specifications are approved by all such
      governmental authorities and Beneficiary, Grantor fails to commence promptly
      or
      diligently continue to completion the Restoration, or (iii) Grantor becomes
      delinquent in payment to mechanics, materialmen or others for the costs incurred
      in connection with the Restoration and has not protected Beneficiary against
      the
      consequences thereof by bonding over in a manner reasonably satisfactory
      Beneficiary, or (iv) there exists an Event of Default, then, in addition to
      all of the rights herein set forth and after ten (10) days’ written notice of
      the non-fulfillment of one or more of these conditions, Beneficiary may apply
      the Restoration Funds to reduce the Secured Indebtedness in such order as
      Beneficiary may determine, and at Beneficiary’s option and in its sole
      discretion, Beneficiary may declare the Secured Indebtedness immediately due
      and
      payable, but no Prepayment Fee shall be payable except in accordance with
      Section 9(d) of the Note.

     

    Article
      VIII.                                

     

    


     

    REPRESENTATIONS
      OF GRANTOR

     

    Section
      8.01                                  ERISA.  Grantor
      hereby represents, warrants and agrees that: (i) it is acting on its own behalf
      and that it is not an employee benefit plan as defined in Section 3(3) of the
      Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), which is subject to Title 1 of ERISA, nor a plan as
      defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
      (each of the foregoing hereinafter referred to collectively as a
“Plan”); (ii) Grantor’s assets do not constitute “plan
      assets” of one or more such Plans within the meaning of Department of Labor
      Regulation Section 2510.3-101; and  (iii) it will not be reconstituted
      as a Plan or as an entity whose assets constitute “plan assets”.

     

    Section
      8.02                                  NON-RELATIONSHIP.  Neither
      Grantor nor any direct partner of Grantor is (i) a director or officer of
      Beneficiary, (ii) a parent, son or daughter of a director or officer of
      Beneficiary, or a descendent of any of them, (iii) a stepparent, adopted
      child, step­son or step­daughter of a director or officer of
      Beneficiary, or (iv) a spouse of a director or officer of
      Beneficiary.

     

    Section
      8.03                                  NO
      ADVERSE CHANGE.

     

    Grantor
      represents and warrants that, as of the date hereof:

    


    (a)  There
      has
      been no material adverse change from the conditions shown in the application
      submitted for the Loan by Grantor (“Application”) or in the
      materials submitted in connection with the Application in the credit rating
      or
      financial condition of Grantor or its general partner (collectively,
“Grantor’s Constituents”).

     

    (b)  Grantor
      has delivered to Beneficiary  true and correct copies of all Grantor’s
      organizational documents and except as expressly approved by Beneficiary in
      writing, there have been no changes in Grantor’s Constituents since the date
      that the Application was executed by Grantor.

     

    (c)  Neither
      Grantor, nor any of the Grantor’s Constituents, is involved in any bankruptcy,
      reorganization, insol­vency, dissolution or liquidation proceed­ing, and
      to the best knowl­edge of Grantor, no such proceeding is contemplated or
      threatened.

     

    (d)  Grantor
      has received reasonably equivalent value for the granting of this Deed of
      Trust.

     

    (e)  Neither
      Grantor nor any direct partner of Grantor has been convicted of, or been
      indicted for a felony criminal offense.

     

    (f)  Neither
      Grantor nor any direct partner of Grantor is in default under any mortgage,
      deed
      of trust, note, loan or credit agreement.

     

    (g)  Neither
      Grantor nor any direct partner of Grantor is involved in any litigation,
      arbitration, or other proceeding or governmental investigation pending which
      if
      determined adversely would materially adversely affect Grantor’s ability to
      perform in accordance with the Loan Documents.

     

    Section
      8.04                                  FOREIGN
      INVESTOR.  Grantor represents and warrants that neither Grantor
      nor any of Grantor’s direct partners are a “foreign person” within the meaning
      of Sections 1445 and 7701 of the Internal Revenue Code of 1986, and the
      amendments of such Code or Regulations as promulgated pursuant to such
      Code.  Grantor is a “disregarded entity” within the meaning of such
      Code or Regulations.

     

    Section
      8.05                                  PATRIOT
      ACT/PROHIBITED PERSON.

     

    (a)  Neither
      Grantor, nor any person holding a controlling interest in Grantor, is
      (i) engaged in any money laundering in violation of the AML Laws (as
      hereinafter defined), including the Patriot Act (as hereinafter defined) or
      (ii)
      a Prohibited Person (as hereinafter defined).  No person has a direct
      or indirect controlling interest (as hereinafter defined) in Grantor other
      than
      as disclosed to Beneficiary.

     

    (b)  Grantor
      shall notify Beneficiary promptly upon its senior management obtaining actual
      knowledge (without any duty to conduct any investigation or inquiry except
      to
      the extent, if any, required by applicable law) that Grantor or any person
      owning any direct or indirect controlling interest in Grantor, is or becomes
      (i)
      engaged in any money laundering in violation of the AML Laws or (ii) a
      Prohibited Person.

     

    (c)  For
      the
      purposes of this Section 8.05:

     

    (i)  “AML
      Laws” shall mean money laundering and anti-terrorist laws, rules,
      regulations and executive orders of the United States, including the Patriot
      Act
      and those issued by the U.S. Office of Foreign Asset Control and the U.S.
      Department of Treasury, all as amended from time to time.

     

    (ii)  “controlling
      interest” with respect to any entity shall mean either (A) ownership
      directly or indirectly of more than 50% of all equity interests in such entity
      or (B) the possession, directly or indirectly, of the power to direct or cause
      the direction of the day to day management and policies of such entity, through
      the ownership of voting securities, by contract or otherwise.

     

    (iii)  “Patriot
      Act” shall mean Title III of the Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
      of
      2001, as amended from time to time.

     

    (iv)  “Prohibited
      Person” shall mean (A) any individual or entity listed in the Annex to,
      or which is otherwise subject to the provisions of Section 1 of, Executive
      Order
      No. 13224 on Terrorist Financing, effective September 24, 2001, and relating
      to
      Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
      to Commit or Support Terrorism, (B) any individual or entity that is named
      as a
“specifically designated national (SDN)” on the most current list published by
      the U.S. Treasury Department Office of Foreign Assets Control at its official
      website (http://www.treas.gov/offices/eotffc/ofac/sdn/t11sdn.pdf) or at any
      replacement website or other replacement official publication of such list
      or is
      named on any other similar U.S. or foreign government or regulatory list issued
      post 9/11/01, (C) any terrorist organizations or narcotics traffickers,
      including those individuals or entities that are included on any lists of
      persons with whom Grantor is prohibited from transacting business and maintained
      by the U.S. Office of Foreign Assets Control.

     

    Section
      8.06                                  BROKERS.  Grantor
      hereby represents and warrants that Churchill Capital
      (“Broker”) is its broker in connection with the Loan, and
      Grantor agrees to pay the fees of Broker in accordance with the written
      agreement between Grantor and Broker.  Beneficiary shall have no
      obligations for, and Grantor hereby indemnifies and holds Beneficiary harmless
      from, the payment of any brokerage commissions or fees of any kind and any
      legal
      fees and/or expenses incurred by Beneficiary in connection with any claims
      for
      brokerage commissions or fees with respect to the Loan by anyone claiming by,
      through or under Grantor.  Grantor acknowledges that Beneficiary may
      be affiliated with, or may have been involved in other transactions with Broker,
      and Grantor agrees that it shall have no rights against Beneficiary or defenses
      to Grantor’s obligations under the Loan Documents because of any such
      relationship.

     

    Section
      8.07                                  SECURITIES
      LAWS.  The limited partnership interests evidenced by the
      Grantor’s Organizational Documents have been issued in accordance with all
      applicable federal and state securities laws, or authorized exemptions from
      such
      securities laws, including, but not limited to, the Securities Act of 1933,
      as
      amended, the Securities and Exchange Act of 1934, as amended.  The
      limited partnership interests of Grantor have not been issued in violation
      of
      any federal, state or local securities law, and to the extent that these
      securities have been issued in reliance on exemptions from such federal or
      state
      securities law, all necessary steps have been taken to qualify for such
      exemptions.  The limited partners of Grantor have been properly
      notified of all applicable securities laws and related restrictions on their
      ability to transfer, sell or otherwise dispose of their partnership interests
      in
      Grantor.  Except for identification of Beneficiary as a lender to
      Grantor, the name of Beneficiary will not be in any of the offering materials
      provided or to be provided to any person, including but not limited to any
      of
      the limited partners of Grantor. There has not been any representation, whether
      written, oral or otherwise, that Beneficiary in any way has participated or
      endorsed the offering of the partnership interests in Grantor.

     

    Article
      IX.                                

     

    


     

    EXCULPATION
      AND LIABILITY

     

    Section
      9.01                                  LIABILITY
      OF GRANTOR.

     

    (a)  Notwithstanding
      anything contained herein or in the other Loan Documents to the contrary, upon
      the occurrence of an Event of Default, except as provided in this
      Section 9.01, Beneficiary 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 Grantor or any direct or indirect partner, member
      or
      shareholder or other holder of a beneficial interest in
      Grantor.  However, nothing contained in this section shall limit the
      rights of Beneficiary to proceed against Grantor (but not its direct or indirect
      partners, members, shareholders or other holders of any beneficial interests
      in
      Grantor) (i) to enforce any Leases entered into by Grantor or its affiliates
      as
      tenant, or guarantees, or other agreements entered into by Grantor 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 Grantor
      or which, under the terms of the Loan Documents, should have been paid to
      Beneficiary; (iv) to recover any tenant security deposits, tenant letters of
      credit or other deposits or fees paid to Grantor and not applied to rent or
      returned to 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 Beneficiary; (v) to recover Rents and Profits
      received by Grantor during the period beginning six (6) months prior to the
      date
      a notice of acceleration of maturity of the Note is delivered to Grantor through
      the date Beneficiary 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 this Deed of Trust pertaining to hazardous materials or any
      warranty in the Indemnity Agreement; and (vii) to recover damages arising from
      Grantor’s failure to comply with Section 8.01 of this Deed of Trust pertaining
      to ERISA.  If Beneficiary exercises the rights and remedies of an
      unsecured creditor in accordance with the preceding sentence, Grantor promises
      to pay to Beneficiary, on demand by Beneficiary following such exercise, all
      amounts owed to Beneficiary pursuant to this Section 9.01, and Grantor agrees
      that it (but not any direct or indirect partner, member, shareholder or other
      holder of a beneficial interest in Grantor) will be personally liable for the
      payment of all such sums.

     

    (b)  Notwithstanding
      the foregoing, the limitation of liability set forth in this Section 9.01 shall
      not apply and the Loan shall be fully recourse to Grantor (but not to any direct
      or indirect partner, member, shareholder or other holder of beneficial interests
      in Grantor) in the event that (i) a Transfer occurs without the consent of
      Beneficiary (other than a transfer which is permitted without Beneficiary’s
      consent pursuant to the terms of Section 10.01 of this Deed of Trust or
      pursuant to Section 3.3 or Section 3.4 of the Loan Facility Agreement),
      (ii) a Subordinate Financing occurs in violation of Section 10.02 of this
      Deed of Trust without the consent of Beneficiary (other than a Credit Facility
      Pledge which is permitted without Beneficiary’s consent pursuant to the terms of
      Section 10.02 of this Deed of Trust), (iii) Grantor commences a voluntary
      proceeding under applicable federal bankruptcy law, or (iv) a collusive
      involuntary proceeding under applicable federal bankruptcy law is commenced
      against Grantor and is not dismissed within 120 days.  In addition,
      this agreement shall not waive any rights which Beneficiary 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.

     

    Article
      X.                                

     

    


     

    CHANGE
      IN OWNERSHIP, CONVEYANCE OF PROPERTY

     

    Section
      10.01                                  CONVEYANCE
      OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION.

     

    (a)  Except
      as
      otherwise expressly provided in this Section 10.01 or in Section 3.3 or Section
      3.4 of the Loan Facility Agreement, Grantor shall not cause or permit directly
      or indirectly: (i) the Property or Grantor’s interest in the Property, to be
      conveyed, transferred, assigned, encumbered, sold or otherwise disposed of;
      or
      (ii)  any transfer, assignment or conveyance of any interest in
      Grantor or in the partners, or stockholders, or members or beneficiaries of,
      Grantor or of any of Grantor’s Constituents or (iii) any merger, reorganization,
      dissolution or other change in the ownership structure of Grantor or any of
      the
      general partners of Grantor, including, without limitation, any conversion
      of
      Grantor or any general partner of Grantor from a general partnership to a
      limited partnership, a limited liability partnership or a limited liability
      company (collectively, “Transfers”).

     

    (b)  The
      prohibitions on transfer shall not be applicable to (i) transfers of ownership
      as a result of the death, or in connection with estate planning, of a natural
      person to a spouse, son or daughter or descendant of either, or to a stepson
      or
      stepdaughter or descendant of either, or to trusts for the benefit of such
      family members, or (ii) Leases approved or deemed approved pursuant to the
      terms
      of this Deed of Trust, or (iii) any transfer in connection with Condemnation,
      or
      (iv) liens in compliance with Section 2.09 or 7.04(c). In addition, the
      prohibitions on transfer shall not be applicable to the transfer of all of
      the
      indirect ownership interests in Grantor pursuant to the Credit Facility Pledge
      (as defined in Section 10.02 below), as the result of a default under the Credit
      Agreement (as defined in Section 10.02 below) so long as the transferee is
      a
      Qualified Institutional Investor (as defined below) and so long as Grantor
      pays
      to Beneficiary all out of pocket costs and expenses incurred by Beneficiary
      in
      connection with any proposed Transfer pursuant to the preceding, including
      without limitation, reasonable attorneys’ fees and costs.  As used
      herein, the term “Qualified Institutional Lender” and
“Qualified Institutional Investor” shall mean any insurance
      company, bank, investment bank, savings and loan association, trust company,
      commercial credit corporation, pension plan, pension fund or pension fund
      advisory firm, mutual fund or other investment company, government entity or
      plan, “qualified institutional buyer” within the meaning of
      Rule 144A under the Securities Act of 1933, as amended (other than a
      broker/dealer), or real estate investment trust, in each case having at least
      $200,000,000 in capital/statutory surplus, shareholder’s equity or net worth, as
      applicable, and being experienced in making commercial real estate loans or
      otherwise investing in commercial real estate. Any corporation, partnership,
      joint venture, limited liability company or trust created and controlled by
      any
      of the foregoing entities shall also be deemed a “Qualified Institutional
      Investor”.

     

    (c)  Notwithstanding
      anything contained in Loan Documents to the contrary, and
      provided  there is no Event of Default under the Loan Documents or the
      Indemnity Agreement as of the time of the transfer, the following transfers,
      done at Grantor’s sole cost and expense, shall be deemed “Permitted
      Transfers” and the entities to which the transfer is made shall be
      deemed “Permitted Transferees” and shall not require
      Beneficiary’s prior written approval:

     

    (i)  Any
      assignments or transfers of interests among, between, to or from Hines
      Affiliates so long as (a) Hines Affiliates continue to control, directly or
      indirectly, the management and operations of the investment advisor of Hines
      Real Estate Investment Trust, Inc., a publicly traded Maryland real estate
      investment trust (“Hines REIT”), (b) Hines REIT continues to be the general
      partner of and retains management and operational control of Hines REIT
      Properties, L.P., a Delaware limited partnership (“Operating Partnership”), (c)
      Operating Partnership continues to own directly all of the interests in Hines
      Facility and (d) Hines Facility continues to own, directly or indirectly, all
      of
      the partnership interests in Grantor and retains management and operational
      control of the Grantor and the Property;

     

    (ii)  Any
      assignments, transfers, pledges, encumbrances, hypothecations or redemptions
      of
      limited partnership interests, or issuance of new limited partnership interests,
      in Operating Partnership or Hines Facility, so long as (a) Hines Affiliates
      continue to control, directly or indirectly, the management and operation of
      the
      investment advisor of Hines REIT, and (b) Hines REIT continues to be the general
      partner of and retains management and operational control of Operating
      Partnership and Operating Partnership continues to be the member of and retains
      management and operational control of Hines Facility;

     

    (iii)  Any
      assignments, transfers, pledges, encumbrances, hypothecations, redemptions
      of
      shares, stock or other interests, or issuance of new shares, stock, or other
      interests, in Hines REIT so long as a Hines Affiliates continue to control,
      directly or indirectly, the management and operation of the investment advisor
      of Hines REIT;

     

    (iv)  Any
      assignments, transfers, pledges, encumbrances, hypothecations, redemptions
      of
      shares, stock, partnership or other interests, or issuance of new shares, stock,
      partnership or other interests in any direct or indirect owner or holder of
      beneficial interests in Hines REIT or in Operating Partnership so long as
      clauses (a), (b) and (c) of subparagraph (i) above are satisfied.

     

    A
      “Hines Affiliate” or “Hines Affiliates” shall
      mean any partnership, limited liability company, corporation, trust or other
      entity owned (wholly or partially, directly or indirectly) and controlled
      (directly or indirectly) by Gerald D. Hines, Jeffery C. Hines, Hines Interests
      Limited Partnership, a Delaware limited partnership (“HILP”),
      trusts established for the benefit of the Hines Family (as defined below),
      or in
      the event of the death or disability of Jeffery C. Hines and/or Gerald D. Hines,
      the estate of either of them.  As used herein, the “Hines
      Family” shall mean Gerald D. Hines and/or Jeffery C. Hines, their
      respective parents, brothers and sisters, their respective spouses and children
      and/or grandchildren of any of the foregoing (including children or
      grandchildren by adoption).  For the avoidance of doubt, Hines Real
      Estate Investment Trust, Inc. shall be deemed to be a “Hines Affiliate” for all
      purposes under this Article 10.

    


    The
      parties agree that the terms of this Section 10.01 shall in all cases be subject
      to the terms of Section 4.9 of the Loan Facility Agreement, and accordingly
      in
      the event of an inconsistency between the terms of this Section 10.01 and
      Section 4.9 of the Loan Facility Agreement, Section 4.9 of the Loan Facility
      Agreement shall govern and control.

    


    Section
      10.02                                  PROHIBITION
      ON SUBORDINATE FINANCING.  Grantor shall not incur or permit the
      incurring of any of the following (each of the following referred to as
“Subordinate Financing”): (i) any financing in addition to the
      Loan that is secured by a lien, security interest or other encumbrance of any
      part of the Property (but excluding any encumbrance of Grantor’s interest in
      Personal Property arising out of purchase money debt for, or the leasing of,
      equipment or other personal property items, which shall be allowed), or (ii)
      any
      pledge or other similar encumbrance of the interest of a partner, member or
      shareholder or holder of any other beneficial interest in Grantor; except for
      a
      pledge (the “Credit Facility Pledge”) of 100% of the ownership
      interests in Hines Facility, which Hines Facility is the direct parent of and
      owner of 100% of the interests in Grantor (it being agreed, for the avoidance
      of
      default, that under no circumstances shall a pledge of the direct ownership
      interests in Grantor be permitted),  which Credit Facility Pledge
      secures (x) a Credit Agreement in the original principal amount of $250,000,000
      with an accordian to $350,000,000 dated as of September 9, 2005 (amended
      November 8, 2006) between Operating Partnership and KeyBank National
      Association, a national banking association (“KeyBank”), as
      Administrative Agent, and the lending institutions party to or as may become
      parties to the Credit Agreement, as supplemented, amended, extended or renewed
      on substantially similar economic and material business terms from time to
      time,
      or (y) any refinancing or replacement thereof on substantially similar economic
      and material business terms provided by KeyBank or other Qualified Institutional
      Lender (the Credit Agreement as described in the foregoing clauses (x) and
      (y)
      is referred to herein collectively, as the “Credit Agreement”),
      provided that the Credit Agreement shall not be secured by a lien, pledge or
      security interest or other encumbrance of any part of the Property of
      Grantor.

     

    Section
      10.03                                  RESTRICTIONS
      ON ADDITIONAL OBLIGATIONS.  During the term of the Loan, Grantor
      shall not, without the prior written consent of Beneficiary, become liable
      with
      respect to any indebtedness or other obligation except for (i) the Loan, (ii)
      Leases entered into in the ordinary course of owning and operating the Property
      for the Use, (iii) other liabilities incurred in the ordinary course of owning
      and operating the Property for the Use but excluding any loans or borrowings,
      (iv) liabilities or indebtedness disclosed in writing to and approved by
      Beneficiary on or before the Execution Date, and (v) any other single item
      of
      indebtedness or liability which does not exceed $500,000 or, when aggregated
      with other items or indebtedness or liability, does not exceed
      $1,000,000.

     

    Section
      10.04                                  STATEMENTS
      REGARDING OWNERSHIP.  Grantor agrees to submit or cause to be
      submitted to Beneficiary within ten (10) days after request by Beneficiary,
      a
      sworn, notarized certificate, signed by an authorized (i) individual who is
      Grantor or one of the individuals comprising Grantor, (ii) member of
      Grantor, (iii) partner of Grantor or (iv) officer of Grantor (or an
      officer of Grantor’s general partner), as the case may be, stating whether (x)
      any part of the Property, or any interest in the Property, has been conveyed,
      transferred, assigned, encumbered, or sold, and if so, to whom (excluding
      Leases); (y) any conveyance, transfer, pledge or encumbrance of any direct
      interest in Grantor has been made by Grantor and if so,  to whom; or
      (z) there has been any change in the direct individual(s) comprising
      Grantor or in the direct partners, members, stockholders or beneficiaries in
      Grantor from those on the Execution Date, and if so, a description of such
      change or changes.

     

    Article
      XI.                                

     

    


     

    DEFAULTS
      AND REMEDIES

     

    Section
      11.01                                  EVENTS
      OF DEFAULT.  Any of the following shall be deemed to be a material
      breach of Grantor’s covenants in this Deed of Trust and shall constitute a
      default (“Event of Default”):

     

    (a)  The
      failure of Grantor to pay any installment of principal, interest or principal
      and interest, any required escrow deposit or any other sum required to be paid
      under any Loan Document, whether to Beneficiary or otherwise, within seven
      (7)
      days after Beneficiary shall have given Grantor written notice of the due date
      of such payment (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,
      Grantor shall be in default hereunder if such sums remain unpaid for more than
      seven (7) days after the due date thereof).

     

    (b)  The
      failure of Grantor to perform or observe any other term, provision, covenant,
      condition or agreement under any Loan Document, for a period of more than thirty
      (30) days after receipt of notice of such failure (or, if applicable, for such
      shorter period as is expressly provided in such documents prior to the
      occurrence of an Event of Default); provided, however, if such failure cannot
      be
      cured within such 30-day period (and if such default is not a monetary default),
      Grantor shall have such additional period of time as shall be reasonably
      necessary to effect the cure thereof provided Grantor promptly institutes the
      appropriate curative action within such 30-day period and diligently pursues
      same, but in no event more than sixty (60) days (including the original 30-day
      period) in the aggregate.

     

    (c)  The
      filing by Grantor or one of the Liable Parties (an “Insolvent
      Entity”) of a voluntary petition or application for relief in
      bankruptcy, the filing against an Insolvent Entity of an involuntary petition
      or
      application for relief in bankruptcy which is not dismissed within one hundred
      twenty (120) days, or an Insolvent Entity’s adjudication as a bankrupt or
      insolvent, or the filing by an Insolvent Entity of any petition, application
      for
      relief or answer seeking or acquiescing in any reorganization, arrangement,
      composition, readjustment, liquidation, dissolution or similar relief for itself
      under any present or future federal, state or other statute, law, code or
      regulation relating to bankruptcy, insolvency or other relief for debtors,
      or an
      Insolvent Entity’s seeking or consenting to or acquiescing in the appointment of
      any trustee, custodian, conservator, receiver or liquidator of an Insolvent
      Entity or of all or any substantial part of the Property or of any or all of
      the
      Rents and Profits, or the making by an Insolvent Entity of any general
      assignment for the benefit of creditors, or the admission in writing by an
      Insolvent Entity of its inability to pay its debts generally as they become
      due;

     

    (d)  If
      any
      warranty, representation, certification, financial statement or other
      information made or furnished at any time pursuant to the terms of the Loan
      Documents by Grantor, or by any person or entity otherwise liable under any
      Loan
      Document shall be materially false or misleading (provided, however, if Grantor
      or such person or entity, as applicable, in good faith believed such warranty,
      representation, certification, financial statement or other information to
      be
      true in all material respects when made, then, to the extent any such breach
      of
      warranty, representation, certification, financial statement or other
      information is curable, Grantor shall have ten (10) days after receipt of
      written notice from Beneficiary that such warranty, representation,
      certification, financial statement or other information is materially false
      or
      misleading in which to take and complete such action as is required so that
      such
      warranty, representation, certification, financial statement or other
      information is true and correct in all material respects as of the end of such
      10-day period);

     

    (e)  If
      Grantor shall suffer or permit the Property, or any part of the Property, to
      be
      used in a manner which would reasonably be expected to, if continued, (1) impair
      Grantor’s title to the Property, (2) create rights of adverse use or possession,
      or (3) constitute an implied dedication of any part of the Property; provided,
      however, that no event described in this subsection (e) shall be deemed an
      Event
      of Default until the expiration of the cure period set forth in Subsection
      11.01(b) above, unless prior to the expiration of the cure period such event
      (x)
      impairs Grantor’s title to the Property, (y) creates rights of adverse use or
      possession, or (z) constitutes an implied dedication of any part of the
      Property;

     

    (f)  If
      Grantor shall default under the Indemnity Agreement;

     

    (g)  The
      occurrence of an Event of Default under any of the Other Mortgages;
      or

     

    (h)           The
      occurrence of an Event of Default under the Loan Facility
      Agreement.

     

    Section
      11.02                                  REMEDIES
      UPON DEFAULT.  Upon the happening of an Event of Default, the
      Secured Indebtedness shall, at the option of Beneficiary, become immediately
      due
      and payable, without further notice or demand, and Beneficiary may undertake
      any
      one or more of the following remedies:

     

    (a)  Foreclosure.  Institute
      a foreclosure action in accordance with the law of the State, or take any other
      action as may be allowed, at law or in equity, for the enforcement of the Loan
      Documents and realization on the Property or any other security afforded by
      the
      Loan Documents.  In the case of a judicial proceeding, Beneficiary may
      proceed to final judgment and execution for the amount of the Secured
      Indebtedness owed as of the date of the judgment, together with all costs of
      suit, reasonable attorneys’ fees and interest on the judgment at the maximum
      rate permitted by law from the date of the judgment until paid.  If
      Beneficiary is the purchaser at the foreclosure sale of the Property, the
      foreclosure sale price shall be applied against the total amount due
      Beneficiary; and/or

     

    (b)  Power
      of Sale.  Authorize and empower Trustee, his successor or
      substitute (i) to sell the Property or any part thereof situated in the State
      at
      the courthouse door of any county in the State in which any part of the Property
      is situated, at public venue to the highest bidder for cash between the hours
      of
      10 o'clock a.m. and 4 o'clock p.m. on the first Tuesday in any month, after
      (A)
      advertising the time, place and terms of said sale, and the Property to be
      sold,
      by posting for at least twenty-one (21) days preceding the date of said sale
      written or printed notice (hereinafter referred to as the "Notice of Sale")
      of
      the time, place and terms of such sale at the courthouse door of each county
      in
      which the Property to be sold or any part thereof is situated, and (B) filing,
      at least twenty-one (21) days prior to the date of said sale, a copy of the
      Notice of Sale in the office of the County Clerk of each county in which the
      Property to be sold or any part thereof is situated, and paying all necessary
      costs and expenses incident to each such filing, and (C) in addition, after
      serving written notice of the proposed sale by certified mail at least
      twenty-one (21) days preceding the date of sale on each debtor obligated to
      pay
      the Secured Indebtedness, at the most recent address of such debtor as shown
      by
      the records of Beneficiary; or (ii) to sell the same at such other time, place
      and in accordance with such procedures and requirements as may hereafter be
      provided by the laws of the State, all in accordance with the following
      requirements:

     

    (i)  The
      sale
      by Trustee of any of the Property in accordance with the provisions of clause
      (i) of the immediately preceding sentence shall take place in the area at the
      courthouse in the county designated for such purpose by the commissioner's
      court
      of said county, and in the event that no area has been designated by such
      commissioner's court, then the Notice of Sale shall designate an area at the
      county courthouse where the sale shall take place and, in such event, the sale
      shall be conducted by the Trustee at the area designated in the Notice of
      Sale.  The Notice of Sale shall contain a statement of the earliest
      time at which such sale will occur and the sale shall begin at the time stated
      in the Notice of Sale or not later than three (3) hours after such
      time.

     

    (ii)  Any
      sale
      made by Trustee hereunder may be of the entire Property or such portions thereof
      as Beneficiary may request, and any sale may be adjourned by announcement at
      the
      time and place appointed for such sale without further notice except as may
      be
      required by law.  The sale by Trustee of only a portion of the
      Property shall not exhaust the power of sale herein granted, and Trustee is
      specifically empowered to make successive sales under such power until the
      entire Property shall be sold; and, if the proceeds of such sale or sales,
      as
      the case may be, of a portion of the Property shall be less than the Secured
      Indebtedness and the cost and expenses incurred in connection with pursuing
      Beneficiary's rights and remedies hereunder, this Deed of Trust and the lien
      hereof shall remain in full force and effect as to the unsold portion of the
      Property just as though no sale had been made; provided, however, that Grantor
      shall never have any right to require the sale of less than the whole of the
      Property, but the Beneficiary shall have the right, at its sole election, to
      request the Trustee to sell less than the whole of the Property.

     

    (iii)  After
      each sale, Trustee shall make to the purchaser or purchasers at such sale good
      and sufficient conveyances in the name of Grantor, conveying the property so
      sold to the purchaser or purchasers in fee simple with general warranty of
      title, subject to the Permitted Exceptions, and shall receive the proceeds
      of
      said sale or sales and apply the same as herein provided.

     

    (iv)  The
      power
      of sale granted herein shall not be exhausted by any sale held hereunder by
      Trustee or his substitute or successor, and such power of sale may be exercised
      from time to time and as many times as the Beneficiary may deem necessary until
      all of the Property has been duly sold and all Secured Indebtedness has been
      fully paid.  In the event any sale hereunder is not completed or is
      defective in the opinion of Beneficiary, such sale shall not exhaust the power
      of sale hereunder and Beneficiary shall have the right to cause a subsequent
      sale or sales to be held hereunder.  Any and all statements of fact or
      other recitals made in any deed or deeds given by the Trustee or any successor
      or substitute appointed hereunder as to nonpayment of the Secured Indebtedness
      secured hereby or as to the occurrence of any default, or as to Beneficiary
      having declared all of such indebtedness to be due and payable, or as to the
      request to sell, or as to notice of time, place and terms of sale and of the
      properties to be sold having been duly given, or as to the refusal, failure
      or
      inability to act of the Trustee or any substitute or successor trustee, or
      as to
      any other act or thing having been duly done by the Beneficiary or by such
      Trustee, his substitute or successor, shall be taken as prima facie evidence
      of
      the truth of the facts so stated and recited.  Trustee, his successor
      or substitute, may appoint or delegate any one or more persons as agent to
      perform any act or acts necessary or incident to any sale held by Trustee,
      including the posting of notices and the conduct of sale, but in the name and
      on
      behalf of Trustee, his successor or substitute.

     

    (v)  Beneficiary
      shall have the right to become the purchaser at any sale held by any Trustee,
      his substitute or successor or by any receiver or public officer, and any
      Beneficiary purchasing at any such sale shall have the right to credit upon
      the
      amount of the bid made therefor, to the extent necessary to satisfy such bid,
      the Secured Indebtedness.

     

    (vi)  In
      the
      event of a foreclosure under the powers granted by this Deed of Trust, Grantor,
      and all other persons in possession of any part of the Property shall be deemed
      tenants at will of the purchaser at such foreclosure sale and shall be liable
      for a reasonable rental for the use of the Property; and if any such tenants
      refuse to surrender possession of the Property upon demand, the purchaser shall
      be entitled to institute and maintain the statutory action of forcible entry
      and
      detainer and procure a writ of possession thereunder, and Grantor expressly
      waives all damages sustained by reason thereof; and/or

     

    (c)  Entry.  Enter
      into possession of the Property, lease the Improvements, collect all Rents
      and
      Profits and, after deducting all costs of collection and administration
      expenses, apply the remaining Rents and Profits in such order and amounts as
      Beneficiary, in Beneficiary’s sole discretion, may elect to the payment of
      Impositions, operating costs, costs of maintenance, restoration and repairs,
      Premiums and other charges, including, but not limited to, costs of leasing
      the
      Property and reasonable fees and costs of counsel and receivers, and in
      reduction of the Secured Indebtedness; and/or

     

    (d)  Receivership.  Have
      a receiver appointed to enter into possession of the Property, lease the
      Property, collect the Rents and Profits  and apply them as the
      appropriate court may direct.  Beneficiary shall be entitled to the
      appointment of a receiver without the necessity of proving either the inadequacy
      of the security or the insolvency of Grantor or any of the Liable
      Parties.  Grantor and Liable Parties shall be deemed to have consented
      to the appointment of the receiver.  The collection or receipt of any
      of the Rents and Profits by Beneficiary or any receiver shall not affect or
      cure
      any Event of Default.

     

    (e)  Remedies
      Cumulative.  All remedies herein expressly provided for are
      cumulative of any and all other remedies existing at law or in equity and are
      cumulative of any and all other remedies provided for in any other Loan Document
      and Trustee and the Beneficiary shall, in addition to the remedies herein
      provided, be entitled to avail themselves of all such other remedies as may
      now
      or hereafter exist at law or in equity for the collection of the Secured
      Indebtedness, the enforcement of the covenants herein and the foreclosure of
      the
      liens and security interests evidenced hereby, and, subject to applicable law,
      the resort to any remedy provided for hereunder or under any such other Loan
      Document provided for by law shall not prevent the concurrent or subsequent
      employment of any other appropriate remedy or remedies.

     

    Section
      11.03                                  INTEREST
      PROVISIONS

     

    (a)  Savings
      Clause.  It is expressly stipulated and agreed to be the intent of
      Grantor and Beneficiary at all times to comply strictly with the applicable
      Texas law governing the maximum rate or amount of interest payable on the Note
      or the Related Indebtedness (as herein defined) (or applicable United States
      federal law to the extent that it permits Beneficiary 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 the Note, any of the other Loan Documents or any other
      communication or writing by or between Grantor and Beneficiary related to the
      transaction or transactions that are the subject matter of the Loan Documents,
      (ii) contracted for, charged or received by reason of Beneficiary's exercise
      of
      the option to accelerate the maturity of the Note and/or the Related
      Indebtedness, or (iii) Grantor will have paid or Beneficiary will have received
      by reason of any voluntary prepayment by Grantor of the Note and/or the Related
      Indebtedness, then it is Grantor's and Beneficiary's express intent that all
      amounts charged in excess of the Maximum Lawful Rate shall be automatically
      canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate
      theretofore collected by Beneficiary shall be credited on the principal balance
      of the Note and/or the Related Indebtedness without payment of the Prepayment
      Fee (or, if the Note and all Related Indebtedness have been or would thereby
      be
      paid in full, refunded to Grantor), and the provisions of the 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 the Note has been paid in full before
      the
      end of the stated term of the Note, then Grantor and Beneficiary agree that
      Beneficiary shall, with reasonable promptness after Beneficiary discovers or is
      advised by Grantor that interest was received in an amount in excess of the
      Maximum Lawful Rate, either refund such excess interest to Grantor and/or credit
      such excess interest against the Note and/or any Related Indebtedness then
      owing
      by Grantor to Beneficiary without payment of the Prepayment
      Fee.  Grantor hereby agrees that as a condition precedent to any claim
      seeking usury penalties against Beneficiary, Grantor will provide written notice
      to Beneficiary, advising Beneficiary in reasonable detail of the nature and
      amount of the violation, and Beneficiary 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 Grantor or crediting such excess
      interest against the Note and/or the Related Indebtedness then owing by Grantor
      to Beneficiary without payment of the Prepayment Fee.  All sums
      contracted for, charged or received by Beneficiary for the use, forbearance
      or
      detention of any debt evidenced by the 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 the 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 the Note and/or
      the
      Related Indebtedness does not exceed the Maximum Lawful Rate from time to time
      in effect and applicable to the 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 the 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
      Beneficiary 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 Beneficiary in accordance with the applicable laws of the State
      (or
      applicable United States federal law to the extent that it permits Beneficiary
      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 the 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 Beneficiary in connection with the transactions
      relating to the 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 Grantor to
      Beneficiary pursuant to the Loan Documents or any other communication or writing
      by or between Grantor and Beneficiary 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 Grantor to Beneficiary under the Note.

     

    (c)  Ceiling
      Election.  To the extent that Beneficiary is relying on Chapter
      303 of the Texas Finance Code to determine the Maximum Lawful Rate payable
      on
      the Note and/or the Related Indebtedness, Beneficiary 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 Beneficiary
      to contract for, charge, take, receive or reserve a greater amount of interest
      than under Texas law, Beneficiary 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, Beneficiary 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
      Grantor as provided by applicable law now or hereafter in effect.

     

    Section
      11.04                                  APPLICATION
      OF PROCEEDS OF SALE.  In the event of a sale of the Property
      pursuant to Section 11.02 of this Deed of Trust, to the extent permitted by
      law,
      the Beneficiary shall determine in its sole discretion the order in which the
      proceeds from the sale shall be applied to the payment of the Secured
      Indebtedness, including without limitation, the expenses of the sale and of
      all
      proceedings in connection with the sale, including a commission for the
      Trustee’s services as provided in Section 11.02 and including reasonable
      attorneys' fees and expenses; the reimbursement of Beneficiary for all sums
      expended or incurred by Beneficiary under the terms of this Deed of Trust or
      to
      establish, preserve or enforce this Deed of Trust or to collect the Secured
      Indebtedness (including, without limitation, reasonable attorneys' fees as
      provided herein or in the Note); Impositions (except that the Trustee may sell
      the Property subject to ad valorem taxes and assessments without paying them
      out
      of the proceeds), Premiums, liens, and other charges and expenses; the
      outstanding principal balance of the Secured Indebtedness; any accrued interest;
      any Prepayment Fee; any other unpaid portion of the Secured Indebtedness; and
      any other amounts owed under any of the Loan Documents.

     

    Section
      11.05                                  WAIVER
      OF JURY TRIAL.  To the fullest extent permitted by law, Grantor
      and Beneficiary HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY in any
      action, proceeding and/or hearing on any matter whatsoever arising out of,
      or in
      any way connected with, the Note, this Deed of Trust or any of the Loan
      Documents, or the enforcement of any remedy under any law, statute, or
      regulation.  Neither party will seek to consolidate any such action in
      which a jury has been waived, with any other action in which a jury trial cannot
      or has not been waived.  Each party has received the advice of counsel
      with respect to this waiver.

     

    Section
      11.06                                  BENEFICIARY’S
      RIGHT TO PERFORM GRANTOR’S OBLIGATIONS.  Grantor agrees that, if
      Grantor fails to perform any act or to pay any money which Grantor is required
      to perform or pay under the Loan Documents, Beneficiary may make the payment
      or
      perform the act at the cost and expense of Grantor and in Grantor’s name or in
      its own name.  Any money paid by Beneficiary under this Section 11.06
      shall be reimbursed to Beneficiary in accordance with Section
      11.07.

     

    Section
      11.07                                  BENEFICIARY
      REIMBURSEMENT.  All payments made, or funds expended or advanced
      by Beneficiary pursuant to the provisions of Section 11.06 or otherwise in
      any
      Loan Document, shall (1) become a part of the Secured Indebtedness, (2) bear
      interest at the Interest Rate (as defined in the Note) from the date such
      payments are made or funds expended or advanced, (3) become due and payable
      by
      Grantor upon demand by Beneficiary, and (4) bear interest at the Default Rate
      (as defined in the Note) from the date of such demand.  Grantor shall
      reimburse Beneficiary within ten (10) days after receipt of written demand
      for
      such amounts.

     

    Section
      11.08                                  FEES
      AND EXPENSES.  If Beneficiary becomes a party (by intervention or
      otherwise) to any action or proceeding affecting, directly or indirectly,
      Grantor, the Property or the title thereto or Beneficiary’s interest under this
      Deed of Trust, or employs an attorney to collect any of the Secured Indebtedness
      or to enforce performance of the obligations, covenants and agreements of the
      Loan Documents, Grantor shall reimburse Beneficiary in accordance with Section
      11.07 for all reasonable expenses, costs, charges and legal fees incurred by
      Beneficiary (including, without limitation, the fees and expenses of experts
      and
      consultants), whether or not suit is commenced.

     

    Section
      11.09                                  WAIVER
      OF CONSEQUENTIAL DAMAGES.  Grantor covenants and agrees that in no
      event shall Beneficiary be liable for consequential damages, and to the fullest
      extent permitted by law, Grantor expressly waives all existing and future claims
      that it may have against Beneficiary for consequential damages.

     

    Section
      11.10                                  INDEMNIFICATION
      OF TRUSTEE.  Except for gross negligence and willful misconduct,
      Trustee shall not be liable for any act or omission or error of
      judgment.  Trustee may rely on any document believed by it in good
      faith to be genuine.  All money received by Trustee shall be held in
      trust, but need not be segregated (except to the extent required by law), until
      used or applied as provided in this Deed of Trust. Trustee shall not be liable
      for interest on the money.  Grantor shall protect, indemnify and hold
      harmless Trustee against all liability and expenses which Trustee may incur
      in
      the lawful performance of its duties, except where such liability or expenses
      are based on its gross negligence or willful misconduct.

     

    Section
      11.11                                  ACTIONS
      BY TRUSTEE.  At any time, upon written request of Beneficiary and
      presentation of this Deed of Trust and the Note for endorsement, and without
      affecting the personal liability of any entity or the Liable Parties for payment
      of the Secured Indebtedness or the effect of this Deed of Trust upon the
      remainder of the Property, Trustee may take such actions as Beneficiary may
      request which are permitted by this Deed of Trust or by applicable
      law.

     

    Section
      11.12                                  RESIGNATION
      AND APPOINTMENT OF TRUSTEE.  Trustee may resign by an instrument
      in writing addressed to the Beneficiary, or Trustee may be removed at any time
      with or without cause by Beneficiary.  In case of the death,
      resignation, removal or disqualification of Trustee or if for any reason the
      Beneficiary shall deem it desirable to appoint a substitute or successor trustee
      to act instead of the herein named trustee or any substitute or successor
      trustee, then Beneficiary shall have the right and is hereby authorized and
      empowered to appoint a successor trustee, or a substitute trustee, without
      other
      formality than appointment and designation in writing executed by Beneficiary,
      and the authority hereby conferred shall extend to the appointment of other
      successor and substitute trustees successively until the Secured Indebtedness
      secured hereby has been paid in full or until the Property is sold
      hereunder.  In the event the Secured Indebtedness is owned by more
      than one person or entity, the holder or holders of not less than a majority
      of
      the amount of the Secured Indebtedness shall have the right and authority to
      make the appointment of a successor or substitute trustee provided for in the
      preceding sentence.  Such appointment and designation by Beneficiary
      or by the holder or holders of not less than a majority of the Secured
      Indebtedness shall be full evidence of the right and authority to make the
      same
      and of all facts therein recited.  If Beneficiary is a corporation and
      such appointment is executed in its behalf by an officer of such corporation,
      such appointment shall be conclusively presumed to be executed with authority
      and shall be valid and sufficient without proof of any action by the board
      of
      directors or any superior officer of the corporation.  Upon the making
      of any such appointment and designation, all of the estate and title of Trustee
      in the Property shall vest in the named successor or substitute trustee and
      he
      shall thereupon succeed to and shall hold, possess and execute all the rights,
      powers, privileges, immunities and duties herein conferred upon Trustee; but
      nevertheless, upon the written request of Beneficiary or of the successor or
      substitute Trustee, the Trustee ceasing to act shall execute and deliver an
      instrument transferring to such successor or substitute Trustee all of the
      estate and title in the Property of the Trustee so ceasing to act, together
      with
      all rights, powers, privileges, immunities and duties herein conferred upon
      the
      Trustee, and shall duly assign, transfer and deliver any of the properties
      and
      moneys held by said Trustee hereunder to said successor or substitute
      Trustee.  All references herein to Trustee shall be deemed to refer to
      the Trustee (including any successor or substitute appointed and designated
      as
      herein provided) from time to time acting hereunder.  Grantor hereby
      ratifies and confirms any and all acts which the herein named Trustee or his
      successor or successors, substitute or substitutes, in this trust, shall do
      lawfully by virtue hereof.

     

    Article
      XII.                                

     

    


     

    GRANTOR
      AGREEMENTS AND FURTHER ASSURANCES

     

    Section
      12.01                                  PARTICIPATION
      AND SALE OF LOAN.  Beneficiary may sell, transfer or assign its
      entire interest or one or more participation interests in the Loan and the
      Loan
      Documents pursuant to the terms and condition set forth in Section 7 of the
      Loan
      Facility Agreement.

     

    Section
      12.02                                  REPLACEMENT
      OF NOTE.  Upon notice to Grantor of the loss, theft, destruction
      or mutilation of the Note and receipt by Grantor of Beneficiary’s sworn
      affidavit confirming same, Grantor will execute and deliver, in lieu of the
      original Note, a replacement note, identical in form and substance to the Note
      and dated as of the Execution Date.  Upon the execution and delivery
      of the replacement note, all references in any of the Loan Documents to the
      Note
      shall refer to the replacement note.

     

    Section
      12.03                                  GRANTOR’S
      ESTOPPEL.  Within ten (10) business days after a request by
      Beneficiary (but no more frequently than once in any particular calendar year,
      unless the same is required in connection with a participation of the Loan
      or an
      assignment of the Note), Grantor shall furnish an acknowledged written statement
      in form reasonably satisfactory to Beneficiary (i) setting forth the amount
      of the Secured Indebtedness, (ii) stating to Grantor’s knowledge, that either no
      offsets or defenses exist against the Secured Indebtedness, or if any offsets
      or
      defenses are alleged to exist, their nature and extent, (iii)  whether
      to Grantor’s knowledge, any default then exists under the Loan Documents or any
      event has occurred and is continuing, which, with the lapse of time, the giving
      of notice, or both, would constitute such a default, and (iv) any other matters
      as Beneficiary may reasonably request.

     

    Section
      12.04                                  FURTHER
      ASSURANCES.  Grantor shall, without expense to Beneficiary and/or
      Trustee, execute, acknowledge and deliver all further acts, deeds, conveyances,
      mortgages, deeds of trust, assignments, security agreements, and financing
      statements as Beneficiary and/or Trustee shall from time to time reasonably
      require, to assure, convey, assign, transfer and confirm unto Beneficiary and/or
      Trustee the Property and rights conveyed or assigned by this Deed of Trust
      or
      which Grantor may become bound to convey or assign to Beneficiary and/or
      Trustee, or for carrying out the intention or facilitating the performance
      of
      the terms of this Deed of Trust or any of the other Loan Documents, or for
      filing, refiling, registering, reregistering, recording or re-recording this
      Deed of Trust.  If Grantor fails to comply with the terms of this
      Section within ten (10) days after receiving Beneficiary’s initial written
      request for such compliance, Beneficiary may, at Grantor’s expense, perform
      Grantor’s obligations for and in the name of Grantor, and Grantor hereby
      irrevocably appoints Beneficiary as its attorney-in-fact to do
      so.  The appointment of Beneficiary as attorney-in-fact is coupled
      with an interest.

     

    Section
      12.05                                  SUBROGATION.  Beneficiary
      shall be subrogated to the lien of any and all encumbrances against the Property
      paid out of the proceeds of the Loan and to all of the rights of the recipient
      of such payment.

     

    


    Section
      12.06                                  WAIVER.

     

    (a)  In
      the
      event an interest in any of the Property is foreclosed upon pursuant to a
      judicial or nonjudicial foreclosure sale, Grantor agrees as
      follows:  notwithstanding the provisions of Sections 51.003, 51.004,
      and 51.005 of the Texas Property Code (as the same may be amended from time
      to
      time), and to the extent permitted by law, Grantor agrees that Beneficiary
      shall
      be entitled to seek a deficiency judgment from Grantor and any other party
      obligated on the Note equal to the difference between the amount owing on the
      Note and the amount for which the Property was sold pursuant to judicial or
      nonjudicial foreclosure sale.  Grantor expressly recognizes that this
      subsection constitutes a waiver of the above cited provisions of the Texas
      Property Code which would otherwise permit Grantor and other persons against
      whom recovery of deficiencies is sought or any guarantor independently (even
      absent the initiation of deficiency proceedings against them) to present
      competent evidence of the fair market value of the Property as of the date
      of
      the foreclosure sale and offset against any deficiency the amount by which
      the
      foreclosure sale price is determined to be less than such fair market
      value.  Grantor further recognizes and agrees that this waiver creates
      an irrebuttable presumption that the foreclosure sale price is equal to the
      fair
      market value of the Property for purposes of calculating deficiencies owed
      by
      Grantor, any guarantor, and others against whom recovery of a deficiency is
      sought.

     

    (b)  Alternatively,
      in the event the waiver provided for in clause (a) above is determined by a
      court of competent jurisdiction to be unenforceable, the following shall be
      the
      basis for the finder of fact's determination of the fair market value of the
      Property as of the date of the foreclosure sale in proceedings governed by
      Sections 51.003, 51.004 and 51.005 of the Texas Property Code (as amended from
      time to time):  (i) the Property shall be valued in an "as is"
      condition as of the date of the foreclosure sale, without any assumption or
      expectation that the Property will be repaired or improved in any manner before
      a resale of the Property after foreclosure; (ii) the valuation shall be based
      upon an assumption that the foreclosure purchaser desires a resale of the
      Property for cash promptly (but no later than twelve [12] months) following
      the
      foreclosure sale; (iii) all reasonable closing costs customarily borne by the
      seller in commercial real estate transactions should be deducted from the gross
      fair market value of the Property, including, without limitation, brokerage
      commissions, title insurance, a survey of the Property, tax prorations,
      attorneys' fees, and marketing costs; (iv) the gross fair market value of the
      Property shall be further discounted to account for any estimated holding costs
      associated with maintaining the Property pending sale, including, without
      limitation, utilities expenses, property management fees, taxes and assessments
      (to the extent not accounted for in (iii) above), and other maintenance,
      operational and ownership expenses; and (v) any expert opinion testimony given
      or considered in connection with a determination of the fair market value of
      the
      Property must be given by persons having at least five (5) years experience
      in
      appraising property similar to the Property and who have conducted and prepared
      a complete written appraisal of the Property taking into consideration the
      factors set forth above.

     

    Article
      XIII.                                

     

    


     

    SECURITY
      AGREEMENT

     

    Section
      13.01                                  SECURITY
      AGREEMENT.

     

    THIS
      DEED
      OF TRUST CREATES A LIEN ON THE PROPERTY. IN ADDITION, TO THE EXTENT THE PROPERTY
      IS PERSONAL PROPERTY OR FIXTURES UNDER APPLICABLE LAW, THIS DEED OF TRUST
      CONSTITUTES A SECURITY AGREEMENT UNDER THE TEXAS UNIFORM COMMERCIAL CODE (THE
      “U.C.C.”) AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE
      FILING.  UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, BENEFICIARY MAY,
      AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED
      PARTY WITH RESPECT TO ANY PORTION OF THE PROPERTY, AND/OR BENEFICIARY MAY,
      AT
      ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH
      BENEFICIARY’S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS DEED
      OF TRUST.  THIS FINANCING STATEMENT SHALL REMAIN IN EFFECT AS A
      FIXTURE FILING UNTIL THIS DEED OF TRUST IS RELEASED OR SATISFIED OF
      RECORD.

    


    Section
      13.02                                  REPRESENTATIONS
      AND WARRANTIES.

     

    Grantor
      warrants, represents and covenants, as of the date hereof and at all times
      hereafter, as follows:

    


    (a)  Grantor
      owns the Personal Property free from any lien, security interest, encumbrance
      or
      adverse claim, except for the Permitted Exceptions, and as otherwise expressly
      approved by Beneficiary in writing.  Grantor will notify Beneficiary
      of, and will protect, defend and indemnify Beneficiary against, all claims
      and
      demands of all persons at any time claiming any rights or interest in the
      Personal Property except for the matters aforesaid.

     

    (b)  The
      Personal Property has not been used and shall not be used or bought for
      personal, family, or household purposes, but shall be bought and used solely
      for
      the purpose of carrying on Grantor’s business.

     

    (c)  Grantor
      will not remove the Personal Property without the prior written consent of
      Beneficiary, except the items of Personal Property which are consumed or worn
      out in ordinary usage shall be promptly replaced by Grantor with other Personal
      Property of value equal to or greater than the value of the replaced Personal
      Property.

     

    (d)  Grantor
      authorizes Beneficiary to file Uniform Commercial Code Financing Statements
      in
      any applicable recording or filing office covering any Property or collateral
      described in this Deed of Trust or in any of the other Loan
      Documents.  Grantor is a Delaware limited partnership whose
      organizational identification number is 4438948.

     

    Section
      13.03                                  CHARACTERIZATION
      OF PROPERTY.  The grant of a security interest to Beneficiary in
      this Deed of Trust shall not be construed to limit or impair the lien of this
      Deed of Trust or the rights of Beneficiary with respect to any property which
      is
      real property or which the parties have agreed to treat as real
      property.  To the fullest extent permitted by law, everything used in
      connection with the production of Rents and Profits is, and at all times and
      for
      all purposes and in all proceedings, both legal and equitable, shall be regarded
      as real property, irrespective of whether or not the same is physically attached
      to the Land and/or Improvements.

     

    Section
      13.04                                  PROTECTION
      AGAINST PURCHASE MONEY SECURITY INTERESTS.  It is understood and
      agreed that in order to protect Beneficiary from the effect of U.C.C. Section
      9-334, as amended from time to time and as enacted in the State, in the event
      that Grantor intends to purchase any goods which may become fixtures attached
      to
      the Property, or any part of the Property, and such goods will be subject to
      a
      purchase money security interest held by a seller or any other
      party:

     

    (a)  Before
      executing any security agreement or other document evidencing or perfecting
      the
      security interest, Grantor shall obtain the prior written approval of
      Beneficiary.  All requests for such written approval shall be in
      writing and contain the following information: (i) a description of the
      fixtures; (ii) the address at which the fixtures will be located; and (iii)
      the
      name and address of the proposed holder and proposed amount of the security
      interest.

     

    (b)  Grantor
      shall pay all sums and perform all obligations secured by the security
      agreement.  A default by  Grantor under the security
      agreement which continues beyond any notice and/or cure period applicable
      thereto shall constitute a default under this Deed of Trust.  If
      Grantor fails to make any payment on an obligation secured by a purchase money
      security interest in the Personal Property or any fixtures and such failure
      continues beyond any notice and/or cure period applicable thereto, Beneficiary,
      at its option, may pay the secured amount and Beneficiary shall be subrogated
      to
      the rights of the holder of the purchase money security interest.

     

    (c)  Beneficiary
      shall have the right to acquire by assignment from the holder of the security
      interest for the Personal Property or fixtures, all contract rights, accounts
      receivable, negotiable or non-negotiable instruments, or other evidence of
      indebtedness and to enforce the security interest as assignee.

     

    (d)  The
      provisions of subparagraphs (b) and (c) of this Section 13.04 shall not apply
      if
      the goods which may become fixtures are of at least equivalent value and quality
      as the Personal Property being replaced and if the rights of the party holding
      the security interest are expressly subordinated to the lien and security
      interest of this Deed of Trust in a manner satisfactory to
      Beneficiary.

     

    Article
      XIV.                                

     

    


     

    MISCELLANEOUS
      COVENANTS

     

    Section
      14.01                                  NO
      WAIVER.  No single or partial exercise by Beneficiary and/or
      Trustee, or delay or omission in the exercise by Beneficiary and/or Trustee,
      of
      any right or remedy under the Loan Documents shall preclude, waive or limit
      the
      exercise of any other right or remedy.  Beneficiary shall at all times
      have the right to proceed against any portion of, or interest in, the Property
      without waiving any other rights or remedies with respect to any other portion
      of the Property.  No right or remedy under any of the Loan Documents
      is intended to be exclusive of any other right or remedy  but shall be
      cumulative and, subject to applicable law, may be exercised concurrently with
      or
      independently from  any other right and remedy under any of the Loan
      Documents or under applicable law.

     

    Section
      14.02                                  NOTICES.  All
      notices, demands and requests given or required to be given by, pursuant to,
      or
      relating to, this Deed of Trust shall be in writing.  All
      notices  shall be deemed to have been properly given if mailed by
      United States registered or certified mail, with return receipt requested,
      postage prepaid, or by United States Express Mail or other comparable overnight
      courier service to the parties at the addresses set forth in the Defined Terms
      (or at such other addresses as shall be given in writing by any party to the
      others) and shall be deemed complete upon receipt or refusal to accept delivery
      as indicated in the return receipt or in the receipt of such United States
      Express Mail or courier service.  

     

    Section
      14.03                                  HEIRS
      AND ASSIGNS; TERMINOLOGY.

     

    (a)  This
      Deed
      of Trust applies to, inures to the benefit of, and binds Beneficiary, Trustee
      and Grantor, and their heirs, legatees, devisees, administrators, executors,
      successors and assigns.  The term “Beneficiary” shall
      include Beneficiary as defined in the Defined Terms and including any successor
      direct holder of all or any portion of the Loan from time to
      time.  The term “Grantor” shall include both the
      original Grantor and any subsequent owner or owners of any of the
      Property.  The term “Trustee” shall include both the
      original Trustee and any subsequent successor or additional trustee(s) acting
      under this Deed of Trust. The term “Beneficiary” shall include
      both the original Beneficiary and any subsequent holder or holders of the
      Note.  The term “Liable Parties” shall include both
      the original Liable Parties and any subsequent or substituted Liable
      Parties.

     

    (b)  In
      this
      Deed of Trust, whenever the context so requires, the masculine gender includes
      the feminine and/or neuter, and the singular number includes the
      plural.

     

    Section
      14.04                                  SEVERABILITY.  If
      any provision of this Deed of Trust should be held unenforceable or void, then
      that provision shall be separated from the remaining provisions and shall not
      affect the validity of this Deed of Trust except that if the unenforceable
      or
      void provision relates to the payment of any monetary sum, then, Beneficiary
      may, at its option, declare the Secured Indebtedness immediately due and
      payable, but no Prepayment Fee or other premium or penalty shall be due in
      connection therewith.

     

    Section
      14.05                                  APPLICABLE
      LAW.  This Deed of Trust shall be construed and enforced in
      accordance with the laws of the State of Texas (the
“State”).

     

    Section
      14.06                                  CAPTIONS.  The
      captions are inserted only as a matter of convenience and for reference, and
      in
      no way define, limit, or describe the scope or intent of any provisions of
      this
      Deed of Trust.

     

    Section
      14.07                                  TIME
      OF THE ESSENCE.  Time shall be of the essence with respect to all
      of Grantor’s obligations under this Deed of Trust and the other Loan
      Documents.

     

    Section
      14.08                                  NO
      MERGER.  In the event that Beneficiary should become the owner of
      the Property, there shall be no merger of the estate created by this Deed of
      Trust with the fee estate in the Property.

     

    Section
      14.09                                  NO
      MODIFICATIONS.  This Deed of Trust may not be changed, amended or
      modified, except in a writing expressly intended for such purpose and executed
      by Grantor and Beneficiary.

     

    Article
      XV.                                

     

    NON-UNIFORM
      COVENANTS

     

    Section
      15.01                                  Cross
      Default and Cross Collateralization.  The Note, the Other Notes
      and the other Loan Documents and the Loan Facility
      Agreement are secured by, among other things, this Deed of
      Trust and the Other Mortgages (except as specifically set forth in certain
      Other
      Mortgages).  The Loan may be accelerated in accordance with the
      provisions of in any of the Loan Documents and an Event of Default shall occur
      under this Deed of Trust upon the occurrence of an Event of Default under any
      of
      the Other Mortgages or the Loan Facility Agreement.  In consequence of
      an Event of Default, Beneficiary may accelerate the Loan and foreclose on or
      under any one or more of this Deed of Trust or the Other Mortgages or resort
      to
      any one or more of its other rights and remedies under the Other Mortgages
      or
      otherwise pursuant to applicable law.  Except as specifically set
      forth in certain Other Mortgages, all of the properties of
      all kinds conveyed and/or mortgaged by the Other Mortgages are security for
      the
      Loan without allocation of any one or more of the parcels or portions thereof
      to
      any portion of the Loan less than the whole amount thereof.  After
      application of proceeds to the Note and expenses and legal fees incident to
      the
      Note, Beneficiary may allocate any excess proceeds received by Beneficiary
      upon
      the exercise of its remedies and rights, including foreclosure, to the Loan,
      as
      Beneficiary in its sole discretion may determine to be
      advisable.  Beneficiary may proceed, at the same or different times,
      to foreclose on or under any one or more of the Deed of Trust or the Other
      Mortgages by any proceedings appropriate in the state where any of the land
      lies, including, private sale, trustee’s sale, or exercise of power of sale if
      permitted, and no event of enforcement taking place in any state, including
      without limiting the generality of the foregoing, any pending judicial
      foreclosure, judgment or decree of foreclosure, judicial foreclosure sale,
      rents
      received, possession taken, deficiency judgment or decrees, or judgment taken
      on
      the Note, shall in any way stay, preclude or bar enforcement of any of the
      Loan
      Documents or the Other Mortgages in this state or any other state, and
      Beneficiary may pursue any or all of its remedies to the maximum extent
      permitted by applicable law until all obligations now or hereafter secured
      by
      any or all of the Loan Documents or the Other Mortgages have been paid or
      discharged in full.  Additionally, and without limitation of any other
      provision of this Deed of Trust, if this Deed of Trust is foreclosed and sale
      is
      made of the Property (or any part thereof which remains subject to this Deed
      of
      Trust) pursuant to foreclosure or other proceedings or actions, and if the
      proceeds of such sale (after application of such proceeds as provided elsewhere
      in this Deed of Trust and after deducting all accrued general and special taxes
      and assessments) are not sufficient to pay the total amount then owing under
      the
      Loan Documents (herein sometimes collectively referred to as the
“Balance Owed”), then the Loan shall not be satisfied to the
      extent of the deficiency in such proceeds to pay the Balance Owed, but such
      Loan
      shall continue in existence and continue to be evidenced by the Note (to the
      extent the Note is not paid in full from the proceeds of such sale) and, to
      the
      extent the Note is not paid in full from the proceeds of such sale, shall
      continue to be secured by all of the Other Mortgages.  Subject to the
      requirements of applicable law, if Beneficiary shall acquire the Property as
      a
      result of any such foreclosure sale (whether by bidding all or any portion
      of
      the Loan or otherwise), the proceeds of such sale shall not be deemed to include
      (and Grantor shall not be entitled to any benefit or credit on account of)
      proceeds of any subsequent sale of the Property by Beneficiary, its successors
      and assigns.  Without limitation of any other provision hereof,
      Grantor further agrees that if any of the Other Mortgages are foreclosed and
      sale is made of any of the property subject to any Other Mortgages, and if
      the
      proceeds of such sale (after application of such proceeds as provided for in
      the
      Other Mortgages and after deducting all accrued and general and special taxes
      and assessments) are not sufficient to pay the Loan and any amounts then owing
      under the Loan Documents, thereby creating a Balance Owed, then the Loan then
      outstanding shall not be satisfied to the extent of the deficiency in such
      proceeds to pay such Balance Owed, but the Loan shall continue in existence
      and
      shall continue to be secured by this Deed of Trust (to the extent the Note
      is
      not paid in full from the proceeds of such sale) and all of the Other Mortgages
      existing immediately prior to any such foreclosure, except such Other Mortgages
      foreclosed upon.  No release of personal liability of any person
      whatsoever and no release of any portion of the property now or hereafter
      subject to the lien of this Deed of Trust or any of the Other Mortgages shall
      have any effect whatsoever by way of impairment or disturbance of the lien
      or
      priority of any of this Deed of Trust or any of the Other Mortgages or the
      unreleased properties encumbered by any of the Other Mortgages.  To
      the extent permitted by applicable law, Grantor hereby irrevocably and
      unconditionally waives the benefit of all appraisement, valuation, stay,
      extension, reinstatement and redemption laws now or hereafter in force and
      all
      rights of marshalling in the event of any sale hereunder of the Property or
      any
      part thereof or any interest therein.  Further, Grantor hereby
      expressly waives any and all rights of redemption from sale under any order
      or
      decree of foreclosure of this Deed of Trust or the Other Mortgages on behalf
      of
      Grantor, and on behalf of each and every person acquiring any interest in or
      title to the Property subsequent to the date of this Deed of Trust and on behalf
      of all persons to the extent permitted by applicable law.

     

    Section
      15.02                                  RIGHT
      OF SUBSTITUTION. Grantor shall have the right to substitute different
      individually subdivided properties for all but not less than all of the Real
      Property pursuant to terms and conditions of Section 3.3 of the Loan Facility
      Agreement.

     

    Section
      15.03                                  PARTIAL
      RELEASE.  Grantor shall have the right to release the Real
      Property from the lien of this Deed of Trust pursuant to the terms and
      conditions of Section 3.4 of the Loan Facility Agreement.

     

    [Remainder
      of Page Left Intentionally Blank;

    Signature
      Page Follows]

    IN
      WITNESS WHEREOF,
      Grantor has executed this Deed of Trust as of the Execution Date.

    


     

    GRANTOR:

     

    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:                      

    


    


    THE
      STATE
      OF
      TEXAS                                                                §

    §

    COUNTY
      OF
      HARRIS                                                                §

    


    This
      instrument was acknowledged before me on December ___, 2007 by
      ___________________, a Manager of Hines REIT 2200 Ross Avenue GP LLC, a Delaware
      limited liability company, which is the general partner of Hines REIT 2200
      Ross
      Avenue LP, a Delaware limited partnership, on behalf of and as the free act
      and
      deed of said limited liability company and limited partnership.

    


    


    


    NOTARY
      PUBLIC in and for the State of  Texas

    


    [seal
      of
      notary]

    EXHIBIT
      “A”

     

    TO
      DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING

    PROPERTY
      DESCRIPTION

    


    TRACT
      I: Fee Simple

    


    BEING
      a
      tract of land situated in the J. GRIGSBY SURVEY, Abstract No. 495 and being
      all
      of LOT 1, BLOCK 256 of the 2200 ROSS ADDITION, an addition to the City of Dallas
      as recorded in Volume 85018, Page 1062 of the Deed Records of Dallas County,
      Texas (DRDCT) and being all of a tract of land conveyed to THE
      CROW-EQUITABLE-NISSEI ROSS AVENUE DALLAS COMPANY as recorded in Volume 87122,
      Page 2336 (DRDCT) and being more particularly described as follows;

    


    BEGINNING
      at a "X" cut found in concrete at the most southeasterly corner of LOT 1, BLOCK
      A/256 of the ELEGANTE ADDITION, an addition to the City of Dallas as recorded
      in
      Volume 77199, Page 1896 (DRDCT) Certificate of Correction as recorded in Volume
      77245, Page 2491 (DRDCT), said point being found in the northwesterly
      Right-of-Way line of SAN JACINTO STREET (55' Right-of-Way);

    


    THENCE
      departing the southwesterly line of said LOT 1, BLOCK A/256 and along the
      northwesterly Right-of-Way line of said SAN JACINTO STREET South 45 deg 00
      min
      00 sec West a distance of 327.52 feet to a point for corner at a corner-clip
      which a "X" cut set on the top of concrete curb for reference bears South 44
      deg
      58 min 37 sec East a distance of 10.60 feet;

    


    THENCE
      departing the northwesterly Right-of-Way line of said SAN JACINTO STREET and
      along said corner-clip South 89 deg 31 min 45 sec West a distance of 14.26
      feet
      to a point for corner in the northeasterly Right-of-Way line of PEARL STREET
      (100' Right-of-Way) which a "X" cut set on the top of curb for reference bears
      South 44 deg 06 min 45 sec West a distance of 10.74 feet;

    


    THENCE
      departing said corner-clip and along the northeasterly Right-of-Way line of
      said
      PEARL STREET as follows;

    


    North
      45
      deg 56 min 30 sec West a distance of 193.62 feet to a 1/2 inch iron rod set
      with
      a red plastic cap stamped "W.A.I." for corner;

    


    North
      47
      deg 42 min 11 sec West a distance of 146.69 feet to a point for the beginning
      of
      a corner-clip which a "X" cut set on the top of curb for reference bears South
      42 deg 25 min 41 sec West a distance of 9.89 feet;

    


    THENCE
      departing the northeasterly Right-of-Way line of said PEARL STREET and along
      said corner-clip North 01 deg 21 min 06 sec West a distance of 6.89 feet to
      a
      point for corner in the southeasterly Right-of-Way line of ROSS AVENUE (80'
      Right-of-Way) which a "X" cut set on the top of curb for reference bears North
      45 deg 00 min 43 sec West a distance of 11.34 feet;

    


    THENCE
      departing said corner-clip and along the southeasterly Right-of-Way line of
      said
      ROSS AVENUE North 45 deg 00 min 00 sec East a distance of 288.66 feet to a
      "X"
      cut found in concrete for the most southwesterly corner of said LOT 1, BLOCK
      A/256;

    


    THENCE
      departing the southeasterly Right-of-Way line of said ROSS AVENUE and along
      the
      common line of said LOT 1, BLOCK 256 and LOT 1, BLOCK A/256 as
      follows;

    


    South
      45
      deg 24 min 34 sec East a distance of 170.02 feet to a 1/2 inch iron rod set
      with
      a red plastic cap stamped "W.A.I." for corner;

    


    North
      44
      deg 48 min 53 sec East a distance of 52.69 feet to a 1/2 inch iron rod set
      with
      a red plastic cap stamped "W.A.I." for corner;

    


    South
      45
      deg 08 min 39 sec East a distance of 185.26 feet to the POINT OF
      BEGINNING;

    


    CONTAINING
      within these metes and bounds 2.571 acres or 112,004 square feet of land more
      or
      less. Bearings contained within this field note description are based upon
      an on
      the ground survey performed in the field on the 30th day of March 2006 utilizing
      the bearings as found on the Plat of 2200 ROSS ADDITION, an addition to the
      City
      of Dallas as recorded in Volume 85018, Page 1062 (DRDCT).

    


    TRACT
      II: Subsurface Estate

    


    BEING
      all
      of the subsurface rights beginning six (6") inches beneath the sidewalk pavement
      situated in the City of Dallas, Dallas County, Texas and being part of ROSS
      AVENUE (80' Right-of-Way), adjacent to City Block 256 as described in City
      of
      Dallas Ordinance No. 18991, passed by City Council of the City of Dallas on
      January 8, 1986, recorded in Volume 87121, Page 2233 and being part of the
      subsurface rights and land conveyed by the City of Dallas to Crow-Ross Avenue
      No. 1 pursuant to Quit Claim Deed dated May 22, 1986, recorded in Volume 86174,
      Page 5740, and in corrected Quit Claim Deed recorded in Volume 87122, Page
      2331,
      Deed Records, Dallas County, Texas (DRDCT). Containing within the recorded
      documents 0.076 acres or 3,303.588 square feet of land.

    


    TRACT
      III: Subsurface Estate

    


    BEING
      all
      of the subsurface rights beginning six (6") inches beneath the sidewalk pavement
      situated in the City of Dallas, Dallas County, Texas and being part of PEARL
      STREET (100' Right-of-Way) and SAN JACINTO STREET (55' Right-of-Way), adjacent
      to City Block 256 as described in City of Dallas Ordinance No. 18991, passed
      by
      City Council of the City of Dallas on January 8, 1986, recorded in Volume 87121,
      Page 2233 Deed Records, Dallas County, Texas (DRDCT) and being part of the
      subsurface rights and land conveyed by the City of Dallas to Crow-Ross Avenue
      No. 1 pursuant to Quit Claim Deed dated May 22, 1986, recorded in Volume 86174,
      Page 5740, and in corrected Quit Claim Deed recorded in Volume  87122,
      Page 2331 (DRDCT). Containing within the recorded documents 0.126 acres or
      5,502.791 square feet of land.

    


    TRACT
      IV: Easement Estate and License Estate

    


    (a)           Easement
      Estate created in Skybridge Easements Agreement, executed by and between
      Crow-Williams #5, a Texas limited partnership and The Crow-Equitable-Nissei
      Ross
      Avenue Dallas Company, a Texas joint venture, dated June 30, 1988, filed for
      record on October 5, 1988 and recorded in Volume 88194, Page 4800, Deed Records,
      Dallas County, Texas.

    


    (b)           License
      Estate created in City of Dallas Ordinance No. 19516, certified copies of which
      were filed for record on June 23, 1987 in Volume 87120, Page 2079 and on August
      19, 1999 in Volume 99162, Page 2865 of the Deed Records of Dallas County, Texas,
      as amended by the City of Dallas Ordinance No. 19850, a certified copy of which
      was filed for record on April 11, 1988 in Volume 88070, Page 3783 of the Deed
      Records of Dallas County, Texas, as assigned pursuant to Assignment dated June
      15, 2006, filed for record at Document No. 200600218545 of the Official Public
      Records of Dallas County, Texas, as assigned by instrument recorded under
      Clerk’s File No. 20070416275, Deed Records, Dallas County, Texas.

    


    TRACT
      V: Easement Estate and License Estate

    


    (a)           Easement
      Estate created in Skybridge Easement Agreement executed by and between Plaza
      of
      the Americas Condominium Association, The Crow-Equitable-Nissei Ross Avenue
      Dallas Company, Ltd., Crow-Ross Avenue #1 Limited Partnership, K-P Plaza Limited
      Partnership and Texas Commerce Bank-Dallas, N.A., dated January 31, 1992, filed
      for record on March 10, 1992 and recorded in Volume 92048, Page 2890, Deed
      Records, Dallas County, Texas.

    


    (b)           License
      Estate created in City of Dallas Ordinance No. 19851, a certified copy filed
      for
      record April 11, 1988 and recorded in Volume 88070, Page 3789, Deed Records,
      Dallas County, Texas, as assigned pursuant to Assignment dated June 15, 2006,
      filed for record on June 15, 2006, and recorded in Document No. 200600218546
      of
      the Official Public Records of Dallas County, Texas, as assigned by instrument
      recorded under Clerk’s File No. 20070416276, Deed Records, Dallas County,
      Texas.

    


    TRACT
      VI: Fee Simple

    


    BEING
      a
      tract of land situated in the J. GRIGSBY SURVEY, Abstract No. 495 and being
      all
      of LOT 1, BLOCK 252 of the PEARL STREET ADDITION, an addition to the City of
      Dallas as recorded in Volume 2000152, Page 00017 of the Deed Records of Dallas
      County, Texas (DRDCT) and being all of a tract of land conveyed to THE
      EQUITABLE-NISSEI DALLAS COMPANY as recorded in Volume 99048, Page 03564 (DRDCT)
      and being more particularly described as follows;

    


    BEGINNING
      at a "X" cut found in concrete at the intersection of a corner-clip and the
      southeasterly Right-of-Way line of SAN JACINTO STREET (55'
      Right-of-Way);

    


    THENCE
      departing said corner-clip and along the southeasterly Right-of-Way line of
      said
      SAN JACINTO STREET North 44 deg 55 min 30 sec East a distance of 141.38 feet
      to
      a "X" cut found in concrete at a corner-clip;

    


    THENCE
      departing the southeasterly Right-of-Way line of said SAN JACINTO STREET and
      along said corner-clip North 89 deg 31 min 30 sec East a distance of 14.24
      feet
      to a "X" cut set in concrete for corner in the southwesterly Right-of-Way line
      of PEARL STREET (100' Right-of-Way)

    THENCE
      departing said corner-clip and along the southwesterly Right-of-Way line of
      said
      PEARL STREET South 45 deg 52 min 30 sec East a distance of 144.02 feet to a
      5/8
      inch iron rod found for the most northeasterly corner of a tract of land
      conveyed to Carolyn McClain as recorded in Volume 81208, Page 638
      (DRDCT)

    


    THENCE
      departing the southwesterly Right-of-Way line of said PEARL STREET and along
      the
      common line of said LOT 1, BLOCK 252 and said McClain Tract South 44 deg 55
      min
      30 sec West a distance of 164.07 feet to a 5/8 inch iron rod found for the
      most
      southwesterly corner of said McClain tract, said point being found in the
      northeasterly Right-of-Way line of OLIVE STREET (60' Right-of-Way);

    


    THENCE
      departing said common line and along the northeasterly Right-of-Way line of
      said
      OLIVE STREET North 44 deg 52 min 30 sec West a distance of 144.00 feet to a
      "X"
      cut found in concrete at a corner-clip;

    


    THENCE
      departing the northeasterly Right-of-Way line of said OLIVE STREET and along
      said corner-clip North 00 deg 00 min 54 sec East a distance of 14.17 feet to
      the
      POINT OF BEGINNING;

    CONTAINING
      within these metes and bounds 0.573 acres or 24,960 square feet of land more
      or
      less.  Bearings contained within this field note description are based
      upon an on the ground survey performed in the field on the 30th day of
      March 2006
      utilizing the bearings as found on the Plat of 2200 ROSS ADDITION, an addition
      to the City of Dallas as recorded in Volume 85018, Page 1062
      (DRDCT).

    


    TRACT
      VII

    


    License
      Estate created in City of Dallas Ordinance No. 20029, a certified copy filed
      for
      record March 2, 1989 and recorded in Volume 89042, Page 3977, Deed Records,
      Dallas County, Texas, as assigned pursuant to Assignment dated June 15, 2006
      filed for record on June 15, 2006, and recorded in Document No. 200600218544
      of
      the Official Public Records of Dallas County, Texas, as assigned by instrument
      recorded under Clerk’s File No. 20070416277, Deed Records, Dallas County,
      Texas.

    


     

    EXHIBIT
      “B”

     

    TO
      DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING

     

    LEASING
      GUIDELINES

     

    “Leasing
      Guidelines” shall mean the guidelines approved in writing by Grantor
      and Beneficiary, from time to time, with respect to the leasing of the
      Property.  The following are the initial Leasing
      Guidelines:

     

    
      	
              (1)

            	
              The
                Lease does not deviate substantially from the standard lease
                form.

            


    

    


    
      	
              (2)

            	
              The
                leased space does not exceed 40,000 square feet of Net Rentable
                Area.

            


    

    


    
      	
              (3)

            	
              Effective
                Base Rent, Percentage Rent and the Tenant's obligations, if any,
                to pay
                CAM, taxes, insurance and other operating expenses collectively are
                at the
                then current prevailing market rates for similar tenant leases in
                similarly situated office
                buildings.

            


    

    


    
      	
              (4)

            	
              There
                exists no uncured Event of Default under the Loan
                Documents.

            


    

    EXHIBIT
      “C”

     

    TO
      DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING

     

    REPORTS

     

    Environmental
      Reports:

    


    
      	
              1.

            	
              Phase
                I Environmental Site Assessment Report dated May 1, 2007, Project
                No.
                94077220A, prepared by Terracon Consulting Engineers and
                Scientists.

            


    

    


    
      	
              2.

            	
              Limited
                Drinking Water Report dated October 8, 2007, Order ID #0710008, prepared
                by Oxidor Laboratories, LLC and received from Terracon Consulting
                Engineers and Scientists.

            


    

    


    
      	
              3.

            	
              Permit
                to Discharge Wastes, dated August 22, 2003, Permit No. WQ0004161000,
                prepared by Texas Commission on Environmental
                Quality.

            


    

    


    
      	
              4.

            	
              Limited
                Asbestos Sampling Report, dated October 10, 2007, Report No. 94077619,
                prepared by Terracon Consulting Engineers and
                Scientists.

            


    

    


    
      	
              5.

            	
              Limited
                Mold Assessment Report, dated October 10, 2007, Project No. 94077619,
                prepared by Terracon Consulting Engineers and
                Scientists.

            


    

    


    Property
      Condition Reports:

    


    
      	
               

            	
              1.

            	
              Property
                Condition Report dated May 8, 2007, Project No. 94078544, prepared
                by
                Terracon.

            


    

    


    
      	
               

            	
              2.

            	
              Limited
                Condition Survey of Exterior Facades dated October 8, 2007, prepared
                by
                Pinnacle Curtainwall Consulting.

            


    

    


    
      	
               

            	
              3.

            	
              Window
                Washing Equipment Review, dated September 24, 2007, prepared by
                AESA-USA.

            


    

    


    Zoning
      Reports:

    


    
      	
              1.

            	
              PZR
                Report for Pearl Street Garage, dated October 5, 2007, PZR Site No.
                44716-1, prepared by  The Planning & Zoning Resource
                Corporation.

            


    

    


    
      	
              2.

            	
              PZR
                Report for Chase Tower, dated October 5, 2007, PZR Site No. 44717-1,
                prepared by  The Planning & Zoning Resource
                Corporation.

            


    

    


    
      	
              3.

            	
              Certificate
                of Occupancy for 2200 Ross Ave, dated August 8, 1996, Ste:3290 75201,
                prepared by City of Dallas.

            


    

    


    
      	
               

            	
              Other
                Reports

            


    

    


    
      	
              1.

            	
              Evaluation
                of the Thermal Storage System Report dated September 27, 2007, Texas
                P.E.
                60797, prepared by JJA Inc.

            


    

    


    
      	
              2.

            	
              Accessibility
                Assessment Report dated October 8, 2007, prepared by Accessology,
                Inc RAS
                #1083.

            


    

    
      	
               

            	
              EXHIBIT
                “D”

            


    

     

    
      	
               

            	
              OTHER
                NOTES

            


    

     

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

     

    


     

    
      	
               

            	
              EXHIBIT
                “E”

            


    

     

    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.