metlife_facility.htm


    


     

    


     

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    LOAN
      FACILITY AGREEMENT

     

    


     

    


     

    DATED
      AS
      OF DECEMBER 20, 2007

     

    


     

    by
      and
      between

     

    


     

    


     

    HINES
      REIT 2007 FACILITY HOLDINGS LLC

     

    


     

    


     

    and

     

    


     

    METROPOLITAN
      LIFE INSURANCE COMPANY

     

    


     

    


    


    


    ===============================================================

    


    TABLE
      OF CONTENTS

    


    Page

    


     

    SECTION
      1 DEFINITIONS 1

     

    
      	
               

            	
              1.1

            	
              Certain
                Defined Terms 

            	
              1

            


    

    
      	
               

            	
              1.2

            	
              Other
                Definitional Provisions 

            	
              7

            


    

     

    SECTION
      2 OPPORTUNITIES 8

     

    
      	
               

            	
              2.1

            	
              Presenting
                Eligible Projects 

            	
              8

            


    

    
      	
               

            	
              2.2

            	
              Lender’s
                Response 

            	
              8

            


    

    
      	
               

            	
              2.3

            	
              Approved
                Project 

            	
              8

            


    

    
      	
               

            	
              2.4

            	
              Conditions
                to Loans 

            	
              9

            


    

     

    SECTION
      3 AMOUNTS AND TERMS OF LOANS 10

     

    
      	
               

            	
              3.1

            	
              Loans 

            	
              10

            


    

    
      	
               

            	
              3.2

            	
              Termination
                of Funding Obligations 

            	
              11

            


    

    
      	
               

            	
              3.3

            	
              Right
                of Substitution 

            	
              11

            


    

    
      	
               

            	
              3.4

            	
              Partial
                Release. 

            	
              12

            


    

    
      	
               

            	
              3.5

            	
              Obligations 

            	
              13

            


    

     

    SECTION
      4 COVENANTS 14

     

    
      	
               

            	
              4.1

            	
              Financial
                Covenants 

            	
              14

            


    

    
      	
               

            	
              4.2

            	
              Indebtedness 

            	
              15

            


    

    
      	
               

            	
              4.3

            	
              Subsidiaries 

            	
              15

            


    

    
      	
               

            	
              4.4

            	
              Financial
                Statements and Other Reports 

            	
              15

            


    

    
      	
               

            	
              4.5

            	
              Existence;
                Qualification 

            	
              16

            


    

    
      	
               

            	
              4.6

            	
              Omitted. 

            	
              16

            


    

    
      	
               

            	
              4.7

            	
              Inspection;
                Lender Meeting 

            	
              16

            


    

    
      	
               

            	
              4.8

            	
              Further
                Assurances 

            	
              16

            


    

    
      	
               

            	
              4.9

            	
              Restriction
                on Fundamental Changes 

            	
              17

            


    

    
      	
               

            	
              4.10

            	
              Use
                of Lender’s Name 

            	
              18

            


    

    
      	
               

            	
              4.11

            	
              No
                Subsidiaries 

            	
              19

            


    

     

    SECTION
      5 REPRESENTATIONS AND WARRANTIES 19

     

    
      	
               

            	
              5.1

            	
              Organization,
                Powers, Capitalization, Good Standing, Binding Obligations,
                etc. 

            	
              19

            


    

    
      	
               

            	
              5.2

            	
              Solvency 

            	
              19

            


    

    
      	
               

            	
              5.3

            	
              Brokers 

            	
              20

            


    

    
      	
               

            	
              5.4

            	
              Other
                Project Financings 

            	
              20

            


    

     

    SECTION
      6 DEFAULT, RIGHTS AND REMEDIES 20

     

    
      	
               

            	
              6.1

            	
              Facility
                Event of Default 

            	
              20

            


    

    
      	
               

            	
              6.2

            	
              Acceleration
                and Remedies 

            	
              21

            


    

    
      	
               

            	
              6.3

            	
              Remedies
                Cumulative; Waivers; Reasonable
                Charges22

            


    

     

    SECTION
      7 ASSIGNMENT AND PARTICIPATION 23

     

     

    SECTION
      8 MISCELLANEOUS 23

     

    
      	
               

            	
              8.1

            	
              Miscellaneous 

            	
              23

            


    

    
      	
               

            	
              8.2

            	
              Indemnity 

            	
              24

            


    

    
      	
               

            	
              8.3

            	
              Amendments
                and Waivers 

            	
              25

            


    

    
      	
               

            	
              8.4

            	
              Notices 

            	
              25

            


    

    
      	
               

            	
              8.5

            	
              Applicable
                Law 

            	
              25

            


    

    
      	
               

            	
              8.6

            	
              Successors
                and Assigns 

            	
              26

            


    

    
      	
               

            	
              8.7

            	
              Consent
                to Jurisdiction and Service of Process 

            	
              26

            


    

    
      	
               

            	
              8.8

            	
              Waiver
                of Jury Trial 

            	
              26

            


    

    
      	
               

            	
              8.9

            	
              Publicity 

            	
              27

            


    

    
      	
               

            	
              8.10

            	
              Brokerage
                Claims 

            	
              27

            


    

    
      	
               

            	
              8.11

            	
              No
                Fiduciary Relationship; Limited Liability 

            	
              27

            


    

    
      	
               

            	
              8.12

            	
              Expenses 

            	
              27

            


    

    
      	
               

            	
              8.13

            	
              Construction 

            	
              28

            


    

    
      	
               

            	
              8.14

            	
              Failure
                or Indulgence Not Waiver. 

            	
              28

            


    

    
      	
               

            	
              8.15

            	
              Other 

            	
              28

            


    

    
      	
               

            	
              8.16

            	
              Non-Recourse. 

            	
              28

            


    

    LOAN
      FACILITY AGREEMENT

     

    This
      LOAN
      FACILITY AGREEMENT is dated as of December 20, 2007 (the “Effective
      Date”), and entered into by and between HINES REIT 2007 FACILITY
      HOLDINGS LLC, a Delaware limited liability company (“Company”),
      with its principal place of business at 2800 Post Oak Boulevard, Suite 5000,
      Houston, Texas 77056, and METROPOLITAN LIFE INSURANCE COMPANY, a New York
      corporation (“Lender”), with an address at 10 Park Avenue,
      Morristown, New Jersey 07962.

     

    R
      E C
      I T A L S:

     

    A.           Company,
      through subsidiaries, acquires, holds, operates and leases commercial
      properties.

     

    B.           Company
      has requested Lender make available to Company and its Project Borrowers (as
      defined below) a credit facility in the maximum amount of $750,000,000 (the
      “Total Facility Amount”) to help fund the acquisition and/or
      financing of certain properties, and Lender has agreed to make such credit
      facility available, all upon the terms and subject to the conditions set forth
      in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the agreements, provisions
      and
      covenants herein contained, and the Recitals set forth above, which are
      incorporated herein by this reference thereto, Company and Lender agree as
      set
      forth below.

     

    SECTION
      1

     

    


     

    DEFINITIONS

     

    1.1  Certain
      Defined Terms»

     

    .  The
      capitalized terms defined below are used in this Agreement as so
      defined.  Terms defined in the preamble and recitals to this Agreement
      are used in this Agreement as so defined.  Any agreements, covenants
      or conditions set forth in the definitions below are an integral part of this
      Agreement and shall have the same force and effect as though fully set forth
      in
      the Sections where such term is used.

     

    “Affiliate”
      means any Person (A) directly or indirectly controlling, controlled by, or
      under
      common control with, another Person; (B) directly or indirectly owning or
      holding twenty percent (20%) or more of any equity interest in another Person;
      or (C) twenty percent (20%) or more of whose voting stock
      or other equity interest is directly or indirectly owned or held by such other
      Person.

     

    “Agreement”
      means this Loan Facility Agreement (including all schedules  and
      exhibits hereto), as the same may from time to time be amended, supplemented
      or
      otherwise modified.

     

    “Allocated
      Loan Amount” means the amount allocable to, as the case may be, a
      Replaced Property or a Release Property, which amount shall be determined by
      Lender in Lender’s sole but reasonable discretion based upon the value of each
      of the Projects subject to a Loan at the time of any such proposed substitution
      pursuant to Section 3.3 hereof or partial release pursuant to Section 3.4 hereof
      (and for the avoidance of doubt, the Allocated Loan Amount is and shall be
      irrespective of the Loan Amount for, as the case may be, the Replaced Property
      or Release Property).

     

    “Bankruptcy
      Code” means Title 11 of the United States Code entitled “Bankruptcy”,
      as amended from time to time, and any applicable bankruptcy, insolvency or
      other
      similar state or federal law now or hereafter in effect and all rules and
      regulations promulgated thereunder.

     

    “Business
      Day” means 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.

     

    “Collateral”
      means all collateral pledged pursuant to the Loan Documents.

     

    “Company
      Guaranty” means that certain guaranty of even date herewith executed
      and delivered by the Company pursuant to which the Company guarantees payment
      and performance under all now and/or hereafter existing Project Loan Documents
      substantially in the form of Exhibit B, together with each guaranty
      hereafter executed by Company pursuant to which the Company guarantees payment
      and performance of Project Loan Documents executed at the time such Project
      Loan
      Documents are entered into substantially in the form of Exhibit C
      hereto.

     

    “Credit
      Agreement” is defined in Section 4.2.

     

    “Credit
      Facility Pledge” is defined in Section 4.2.

     

    “Debt
      Service Coverage Ratio” means the quotient obtained by dividing (1) Net
      Operating Income for the applicable 12-month period by (2) the aggregate annual
      debt service on the Loans for such calendar year.

     

    “Default”
      means a condition or event that, after notice or lapse of time or both, would
      constitute an Event of Default if that condition or event were not cured or
      removed within any applicable grace or cure period.

     

    “Deposit”
      is defined in Section 2.3.

     

    “Effective
      Gross Income” means all gross receipts from the Projects including, but
      not be limited to, any and all of the following from the operation of the
      Projects:  (1) all base rents collectable from tenants under leases
      whose terms have commenced or will commence and who are anticipated to be in
      occupancy during the applicable 12-month period; (2) all other income to be
      received during the applicable 12-month period pursuant to contractual
      agreements with tenants or other entities (including, but not limited to,
      percentage rent, parking income, storage rent, and antenna rent, if any), and
      all real estate tax refunds, Condemnation Proceeds and Insurance Proceeds and
      (3) tenant contributions for operating expenses (including, but not limited
      to,
      common area maintenance charges, real estate taxes, etc.) based upon the
      projection of operating expenses described below for the applicable 12-month
      period.

     

    “Eligible
      Project” means a core office or other commercial building located in
      the United States, Canada, Mexico or such other countries as Lender may
      approve.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time, and all rules and regulations promulgated thereunder from time to
      time.

     

    “Event
      of Default” is defined in Section 6 of this Agreement.

     

    “GAAP”
      means generally accepted accounting principles in the United States of America,
      consistently applied, as of the date in question.

     

    “Governmental
      Authority” means the United States of America, any state, any
      municipality, any county, any city, any foreign governments and any political
      subdivision or regional division of the foregoing, and any agency, department,
      court, regulatory body, commission, board, bureau or instrumentality of any
      of
      them.

     

    “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).

    


    “Hines
      REIT” means Hines Real Estate Investment Trust, Inc., a publicly traded
      Maryland real estate investment trust.

     

    “Indemnitees”
      is defined in Section 8.2.

     

    “KeyBank”
      is defined in Section 4.2.

     

    “Land”
      means the real property in a Project including insured easements.

     

    “Legal
      Requirements” means all federal, state, county, municipal and other
      governmental statutes, laws, rules, orders, regulations, ordinances, judgments,
      decrees and injunctions of Governmental Authorities affecting Company, Project
      Borrowers, the Land or any part thereof, the construction, use, alteration
      or
      operation thereof, or any part thereof, or any or all of any other Collateral
      whether now or hereafter enacted and in force, and all permits, licenses and
      authorizations and regulations relating thereto, and all covenants, agreements,
      restrictions and encumbrances contained in any instruments, either of record,
      or
      otherwise known to Company or Project Borrowers at any time in force affecting
      Company, Project Borrowers, the Land or any part thereof, or any or all of
      the
      other Collateral including any which may (a) require repairs, modifications
      or
      alteration in or to the Land or any part thereof, or (b) in any way limit the
      use and enjoyment thereof.

     

    “Lender”
      means Metropolitan Life Insurance Company, a New York corporation, in its
      capacity as lender hereunder, together with its successors and
      assigns.

     

    “Lender
      Notice” is defined in Section 2.2.

     

    “Loan”
      means a loan made by Lender to a Project Borrower pursuant to the terms of
      this
      Agreement, the applicable Mortgage Loan Application and the applicable Project
      Loan Documents in the amount of the Loan Amount and secured by, among other
      things, the Project owned by the Project Borrower.

     

    “Loan
      Amount” means, as to any Approved Project, the amount of a Loan as
      determined by Lender and which amount shall be an amount equal to not more
      than
      55% of the value of the Project, as such value is determined by Lender in
      Lender’s reasonable discretion.

     

    “Loan
      Documents” means this Agreement, the Company Guaranty, and all other
      Project Loan Documents and the other instruments, documents and agreements
      executed by or on behalf of Company or a Project Borrower and delivered
      concurrently herewith or at any time hereafter to or for the benefit of Lender,
      all as amended, supplemented or modified from time to time.

     

    “Loan
      to Value Ratio” means the ratio of (i) the aggregate amount of the
      outstanding principal balance of the Loans to (ii) the aggregate value of the
      Projects, as such value is determined by Lender in Lender’s reasonable
      discretion.  To determine the value of the applicable property for
      purposes of computing the Loan to Value Ratio, Company shall submit (1) MAI
      Appraisals or internal valuations (provided, however, it is agreed that if
      Lender disagrees with the results of any such internal valuation of a particular
      Project, Lender can require that Company deliver an MAI Appraisal with respect
      to such Project) prepared annually by Hines REIT with reasonable updates and
      changes thereto or (2) solely in connection with determinations of the Loan
      to
      Value Ratio under Sections 3.3(iii) and 3.4(iv), if MAI Appraisals are not
      prepared annually by Hines REIT, new MAI Appraisals, which appraisals shall
      be
      in form reasonably satisfactory to Lender.

     

    “Mortgage”
      means any mortgage, deed of trust or similar instrument constituting one of
      the
      Project Loan Documents delivered by a Project Borrower to Lender in connection
      with the closing of any Loan.

     

    “Mortgage
      Loan Application” is defined in Section 2.2.

     

    “Net
      Operating Income” means the amount by which the sum of the projected
“Effective Gross Income” for all Projects for the immediately succeeding
      12-month period exceeds or is anticipated to exceed the projected “Operating
      Expenses” for all Projects for such 12-month period.  Net Operating
      Income shall be computed on any basis of accounting selected by Company provided
      that Company provides to Lender sufficient detail to permit Lender to convert
      Net Operating Income to a cash basis of accounting.

     

    “Obligations”
      means, in the aggregate, all obligations, liabilities and indebtedness of every
      nature of Company and the Project Borrowers from time to time owed to Lender
      under the Loan Documents, including the aggregate principal amount of all Loans,
      each and all Project Debt, debts, claims and indebtedness, accrued and unpaid
      interest and all fees, costs and expenses, whether primary, secondary, direct,
      contingent, fixed or otherwise, heretofore, now and/or from time to time
      hereafter owing, due or payable to Lender under the Loan Documents whether
      before or after the filing of a proceeding under the Bankruptcy Code by or
      against Company or any of its Subsidiaries or any Project
      Borrower.  The term “Obligation” shall also include
      any judgment against Company, Project Borrower or the Project with respect
      to
      such Obligations.

     

    “Operating
      Expenses” means the sum of, for all Projects, normal and customary
      operating expenses and shall be based upon the last full calendar year’s actual
      operating expenses (adjusted for occupancy or inflation, where appropriate,
      and
      taking into account any known component of operating expenses), and shall
      include, but not be limited to, any and all of the following expenses relating
      to the Projects: real estate taxes, insurance premiums, actual management fees
      of up to three percent (3%) of gross income, common area operating and
      maintenance expenses (including snow removal, cleaning and repairs), and rental
      payments under any ground lease, but excluding the aggregate amount of principal
      and/or interest paid under any mortgages, capital expenditures, tenant
      improvements and leasing commissions and non-cash items such as
      depreciation.

     

    “Operating
      Partnership” is defined in Section 4.2.

     

    “Organizational
      Documents” means, as applicable, for any Person, such Person’s articles
      or certificate of incorporation, by-laws, partnership agreement, trust
      agreement, certificate of limited partnership, articles of organization,
      certificate of formation, shareholder agreement, voting trust agreement,
      operating agreement, limited liability company agreement and/or analogous
      documents, as amended, modified or supplemented from time to time.

     

    “Permitted
      Encumbrances” shall mean, as to each Project, the “Permitted
      Exceptions” as defined in the Mortgage with respect to such
      Project.

     

    “Permitted
      Transfers” is defined in Section 4.9.

     

    “Person”
      means and includes natural persons, corporations, limited liability companies,
      limited partnerships, limited liability partnerships, general partnerships,
      joint stock com­panies, joint ventures, associations, companies, trusts,
      banks, trust companies, land trusts, business trusts or other organizations,
      whether or not legal entities, and governments and agencies and political
      subdivisions thereof and their respective permitted successors and assigns
      (or
      in the case of a governmental person, the successor functional equivalent of
      such Person).

     

    “Prepayment
      Fee” means, with respect to each Loan, the greater of (a) (x) the
      present value of all remaining payments of principal and interest including
      the
      outstanding principal due on the maturity date discounted monthly at the rate
      which, when compounded monthly, is equivalent to the Treasury Rate plus 25
      basis
      points, compounded  semi-annually, less (y) the amount of the
      principal  then outstanding (to be
      adjusted  in  the event of a partial prepayment), or
      (b) one-half percent (1/2 %) of the amount of the Loan being
      prepaid.

     

    “Prepayment
      Lockout Period” is defined in Section 2.3.

     

    “Project”
      means an Eligible Project for which financing has been provided from the
      proceeds of a Loan.

     

    “Project
      Borrower” means, for each Project, a special
      purpose entity meeting the requirements thereof as set forth in the Project
      Loan
      Documents, which is a borrower under the Project Loan Documents and which has,
      (a) if such Project Borrower is a limited liability company, as its sole member,
      the Company, and (b) if such Project Borrower is a limited partnership, as
      its
      sole limited partner, and as the sole member of its general partner, the
      Company.

     

    “Project
      Closing” means the closing of an acquisition, financing or refinancing
      of a Project upon execution and delivery of all Project Loan Documents
      applicable thereto on the Project Closing Date.

     

    “Project
      Closing Conditions” is defined in Section 3.1(e).

     

    “Project
      Closing Date” is defined in Section 3.1(e).

     

    “Project
      Debt” shall mean, for each Project, the outstanding principal amount
      set forth in, and evidenced by, this Agreement and the Project Loan Documents,
      together with all interest accrued and unpaid thereon and all other sums (and
      the Prepayment Fee, if any) due to Lender in respect of the Obligations under
      this Agreement or the Project Loan Documents.

     

    “Project
      Loan Documents” means, for each Project, the
      documents and instruments evidencing or securing the Project Debt, and includes,
      but is not limited to, those documents and instruments substantially in the
      form
      of Exhibit D hereto.

     

    “Project
      Loan Event of Default” means, for each Project, the occurrence of an
      Event of Default (as defined in the Project Loan Documents) under any of such
      Project’s Project Loan Documents.

     

    “Project
      Review Request” is defined in Section 2.1 of this
      Agreement.

     

    “Release
      Property” is defined in Section 3.4.

     

    “Remaining
      Property” is defined in Section 3.4.

     

    “Replaced
      Property” is defined in Section 3.3.

     

    “Qualified
      Institutional Lender” or “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”.

    


    “Subsidiary”
      means, with respect to any Person, any corporation, partnership, limited
      liability company, association or other business entity (a) of which twenty
      percent (20%) or more of the total voting power of shares of stock (or
      equivalent ownership or controlling interest) entitled (without regard to the
      occurrence of any contingency) to vote in the election of directors, managers
      or
      trustees thereof or to control or direct the business and affairs of the
      relevant Person is at the time owned or controlled, directly or indirectly,
      by
      that Person or one or more of the other Subsidiaries of that Person or a
      combination thereof, (b) which has as a general partner, manager, trustee or
      a
      managing member, the Person or a Subsidiary of the Person or (c) which is
      controlled by the Person or a Subsidiary of the Person.

     

    “Substituted
      Property” is defined in Section 3.3.

     

    “Termination
      Date” is defined in Section 3.2.

     

    “Total
      Facility Amount” is defined in the Recitals of this
      Agreement.

     

    “Transfer”
      is defined in Section 4.9.

     

    "Treasury
      Rate" means
      the annualized yield on securities issued by the United States Treasury having
      a
      maturity equal to the remaining stated term of the applicable Project Note,
      as
      quoted in the Federal Reserve Statistical Release [H. 15 (519)] under the
      heading "U.S. Government Securities - Treasury Constant Maturities" for the
      date
      which is 5 Business Days prior to the date on which prepayment is being
      made.  If this rate is not available on such date, the Treasury Rate
      shall be determined by interpolating between the yield on securities of the
      next
      longer and next shorter maturity.  If the Treasury Rate is no longer
      published, Lender shall select a comparable rate.

    


     

    1.2  Other
      Definitional Provisions»

     

    .  References
      to “Sections”, “subsections”, “Exhibits,” “Schedules” and “subschedules” shall
      be to Sections, subsections, Exhibits, Schedules and subschedules, respectively,
      of this Agreement unless otherwise specifically provided.  Any of the
      terms defined in Section 1 may, unless the context otherwise requires, be used
      in the singular or the plural depending on the reference.  In this
      Agreement, “hereof,” “herein,” “hereto,” “hereunder” and the like mean and refer
      to this Agreement as a whole and not merely to the specific section, paragraph
      or clause in which the respective word appears; words importing any gender
      include the other gender; references to “writing” include printing, typing,
      lithography and other means of reproducing words in a tangible visible form;
      the
      words “including,” “includes” and “include” shall be deemed to be followed by
      the words “without limitation”; references to agreements and other contractual
      instruments shall be deemed to include subsequent amendments, assignments,
      and
      other modifications thereto, but only to the extent such amendments, assignments
      and other modifications are not prohibited by the terms of this Agreement or
      any
      other Loan Document, and subject to such consents or approvals of Lender as
      may
      be required by the terms of this Agreement; references to Persons include their
      respective permitted successors and assigns or, in the case of governmental
      Persons, Persons succeeding to the relevant functions of such Persons; and
      all
      references to statutes and related regulations shall include any amendments
      of
      same and any successor statutes and regulations.

     

    SECTION
      2

     

    


     

    OPPORTUNITIES

     

    2.1  Presenting
      Eligible Projects»

     

    .  From
      time to time when Company desires to finance an Eligible Project, Company may,
      at its election, provide Lender with written notice thereof and request Lender
      to make a Loan with respect to such Eligible Project (“Project Review
      Request”), which written notice will include a statement that Company
      desires that the requested Loan be made pursuant to this Facility
      Agreement.  The Project Review Request shall include the items set
      forth on Exhibit A attached hereto.

     

    2.2  Lender’s
      Response»

     

    .  Lender
      shall endeavor within ten (10) Business Days after Lender’s receipt of a Project
      Review Request to provide written notice to Company (such written notice is
      the
“Lender Notice”) that Lender, acting in Lender’s sole
      discretion, (i) declines to make a Loan for such Eligible Project, or (ii)
      approves the Eligible Project and desires to issue a mortgage loan application
      (each, a “Mortgage Loan Application”) for a Loan to be secured
      by such Eligible Project.  If Lender requires additional information
      relating to such Eligible Project and identifies such requested information
      in a
      written notice to Company, Company shall furnish such additional information
      as
      promptly as possible (and within five (5) Business Days after Lender’s receipt
      of such additional information, Lender shall provide written notice of its
      intent to either (a) decline to make a Loan for such Eligible Project, or (b)
      approve such Eligible Project, as set forth in the first sentence
      above).  

     

    2.3  Approved
      Project»

     

    .  If
      Lender approves such Eligible Project as set forth in Section 2.2(ii) above
      (herein, an “Approved Project”), Lender shall issue a Mortgage
      Loan Application for such Approved Project within five (5) Business Days after
      delivery of the Lender Notice.  Company may, in its sole discretion,
      either submit or elect not to submit to Lender any such Mortgage Loan
      Application within the time periods set forth therein. If Company accepts any
      such Mortgage Loan Application then, subject to the terms and provisions of
      this
      Agreement and the Mortgage Loan Application (which shall include provisions
      allowing Lender to either accept or reject the Mortgage Loan Application),
      Lender, Company and the applicable Project Borrower shall proceed to finalize
      and enter into the Project Loan Documents for such Approved Project consistent
      with the terms and subject to the conditions set forth in this Agreement and
      the
      Project Loan Documents; provided, however, that if prior to the date the Project
      Loan Documents are entered into, Lender’s due diligence uncovers facts or
      circumstances which are inconsistent with the information in the Project Review
      Request or otherwise adversely affects the Eligible Project, Lender, by
      providing written notice to Company, can revoke its previous approval of such
      Eligible Project, in which event such Eligible Project shall no longer be an
      Approved Project.   Each Mortgage Loan Application issued
      pursuant to the first sentence of this Section 2.3 shall be on Lender’s
      then-current form and shall include, subject to the agreement of Company and
      Lender otherwise, the following provisions: (1) a Loan term of between 5 and
      10
      years, (2) interest only payments (no principal amortization) throughout the
      term of such Loan, (3) such Loan will be closed to prepayment for the first
      two
      (2) years of the term of such Loan (the “Prepayment Lockout
      Period”) and then will be prepayable in whole or in part upon payment
      of the Prepayment Fee, (4) a requirement that the applicable Project Borrower
      deliver to Lender a good faith deposit (the “Deposit”) equal 1%
      of the Loan Amount for a Loan with a term of five (5) years, 1.5% of the Loan
      Amount for a Loan with a term of seven (7) years, and 2% of the Loan Amount
      for
      a Loan with a term of ten (10) years, (5) a requirement that the applicable
      Project Borrower deliver to Lender a processing fee equal to $25,000, which
      processing fee shall be non-refundable in all circumstances, (6) the ability
      of
      the applicable Project Borrower to enter into leases without the prior approval
      of Lender so long as (i) such lease is for the lesser of 40,000 square feet
      or
      15% of the total building square footage, (ii) such lease otherwise contains
      then market terms and conditions, (iii) such lease on the Project Borrower’s
      standard lease form, which standard form has been approved by Lender, (iv)
      such
      lease does not include any obligation of the landlord to perform or pay for
      tenant improvements other than any initial build-out of the tenant space, and
      (v) such lease does not contain any purchase options, and (7) such other terms
      and conditions as Lender may require with respect to the subject
      Loan.   Each Mortgage Loan Application will provide that in the
      event that (i) a proposed Loan will constitute purchase money financing being
      obtained in connection with the acquisition of an Eligible Project by Company
      or
      a Project Borrower, and (ii) if for any reason the intended acquisition fails
      to
      close, Lender will, upon Lender’s receipt of a written certification from
      Company that none of the Company, any Project Borrower or any Hines Affiliate
      controlled by Hines REIT will purchase or attempt to purchase such Eligible
      Project for a period of six (6) months after any such failure of the intended
      acquisition’s closing, promptly return to Company or Project Borrower, as
      applicable, the Deposit less any out of pocket expenses incurred by Lender
      with
      respect to such proposed Loan.   »

     

    2.4  Conditions
      to Loans»

     

    .  For
      each Approved Project, it shall be a condition precedent to the disbursement
      of
      any portion of the Loan for such Approved Project that (i) all Project Loan
      Documents be completed in a form similar to those attached hereto as Exhibit
      D (it being understood that the documents attached as Exhibit D are specific
      to a particular Loan and that the contents of such documents will change for
      each subsequent Loan to reflect the specific provisions of each such subsequent
      Loan, as such specific provisions will be more particularly set forth in the
      Mortgage Loan Application and pursuant to the agreement of Company and Lender),
      subject to  and otherwise in a manner consistent with the Project
      Review Request as approved by Lender and the Mortgage Loan Application for
      such
      Loan, and (ii) all deliveries and approvals required by Section 3.1(e) below
      be
      received and obtained.

     

    SECTION
      3                                

     

    


     

    AMOUNTS
      AND TERMS OF LOANS

     

    3.1  Loans»

     

    .  Any
      Loan repaid or prepaid, in whole or in part, may not be re-borrowed by the
      applicable Project Borrower of such Loan or by any other Project
      Borrower.  In addition to the foregoing, the Loans for each Approved
      Project shall be made upon the following terms and conditions:

     

    (a)  Lender
      will advance the Loan proceeds in accordance with this Agreement, the Mortgage
      Loan Application and the applicable Project Loan Documents upon request of
      the
      Project Borrower.

     

    (b)  The
      maximum principal amount that Lender will be required to lend pursuant to this
      Agreement and all Project Loan Documents shall not exceed the Total Facility
      Amount in the aggregate.  For each Approved Project, and subject to
      Section 2.3 above, Lender shall lend up to the Loan Amount.

     

    (c)  The
      interest rate for each Loan shall be at the rate set forth in the Mortgage
      Loan
      Application for such Loan.

     

    (d)  Each
      Loan
      shall be evidenced, governed and secured by the Project Loan Documents. The
      Project Loan Documents shall be consistent with the provisions of this
      Agreement, consistent with the Mortgage Loan Application, consistent with the
      agreed upon forms attached as Exhibit D (as the same may be modified to
      reflect any state-specific provisions recommended by Lender’s local counsel and
      particular terms and agreements for the applicable Loan as set out in the
      Mortgage Loan Application), and otherwise on terms and conditions satisfactory
      to the Lender and the Company.

     

    (e)  Lender’s
      obligation to close any Loan is subject to satisfaction of the conditions set
      forth on Exhibit E attached hereto (the
“ProjectClosing Conditions”), as modified from
      time to time to reflect Lender’s then-current requirements and to reflect
      specific requirements of the applicable Mortgage Loan
      Application.  Each of the Project Closing Conditions is for the sole
      and exclusive benefit of Lender and may be waived by Lender, in its sole and
      absolute discretion from time to time, for any or no reason.  The
      waiver of any Closing Conditions as to any particular Loan shall not obligate
      Lender to waive any Closing Conditions for any other Loan and shall not
      establish a custom or course of dealing.  The date on which the
      closing of a Loan for a particular Approved Project occurs is sometimes referred
      to herein as the “ProjectClosing
      Date”.

     

    (f)  Each
      Loan
      is and will be cross-defaulted and cross-collateralized with all other Loans
      made by Lender pursuant to this Agreement.  Accordingly, the Loan for
      each Project will be secured by, and the Project Loan Documents for each Loan
      will provide for (i) a first priority lien, subject only to Permitted
      Encumbrances, over all assets of every Project Borrower; and (ii) a first
      priority pledge of 100% of the equity interests in every Project
      Borrower.  Notwithstanding the foregoing, it is agreed by Lender and
      Company that, if required by applicable State laws governing the payment of
      mortgage and recordation taxes, a Loan for a particular Approved Project would
      require that mortgage tax be paid on the Maximum Facility Amount or any other
      amount in excess of the Loan Amount for such Approved Project, the parties
      agree
      that in such case the mortgage encumbering such Approved Project shall secure
      only the Loan Amount for such Approved Project (and shall not be
      cross-collateralized with every other Loan), but in all events the pledge of
      equity in such Project Borrower shall secure each and every Loan and each and
      every Loan shall be, in all cases, cross-defaulted to each and every other
      Loan.

     

    (g)  Any
      other
      debt incurred by a Project Borrower will be subordinated in every respect to
      the
      Loans.

     

    (h)  The
      Loans
      shall be repaid as set forth in the Project Loan Documents.

     

    3.2  Termination
      of Funding Obligations»

     

    .  The
      obligation of the Lender to enter into any new Project Loan Documents pursuant
      to this Agreement shall terminate on the date (“Termination
      Date”) that is the earliest to occur of (a) the occurrence of an Event
      of Default, or (b) the second (2nd) anniversary
      of
      the date of this Agreement, or (c) the date the total of all Loans, whether
      funded or not and whether repaid or not, equals the Total Facility
      Amount.

     

    3.3  Right
      of Substitution.  Company shall have the right, exercisable from
      time to time, to substitute different individually subdivided properties (the
      “Substituted Property”) for one of the Projects that is
      subject to this Agreement and a Loan (each Project released from the lien of
      a
      Mortgage pursuant to this Section 3.3 is referred to herein as, a
“Replaced Property”), provided, that:

     

    (i)  Company
      shall pay a processing fee of one quarter of one percent (0.25%) of the
      Allocated Loan Amount for the Replaced Property;

     

    (ii)  giving
      effect to the potential substitution, the Debt Service Coverage Ratio of the
      Loans for the immediately succeeding twelve (12) month period, including the
      Substituted Property, shall be no less than 1.60 to 1;

     

    (iii)  giving
      effect to the potential substitution, the Loan to Value Ratio of the Loans,
      including the Substituted Property, shall be no greater than fifty-five percent
      (55%);

     

    (iv)  Lender
      has the right, in its sole discretion, to reject any Substituted Property based
      on value, environmental condition, market, location, product type, governmental
      restrictions, condition of improvements, the rent rolls, tenants, and terms
      of
      the leases of tenants remaining after the substitution;

     

    (v)  No
      such
      right of substitution shall be available to Company if an Event of Default
      shall
      exist at such time;

     

    (vi)  Each
      Substituted Property shall be composed of one or more separately subdivided
      lots
      and tax parcels and neither the operation of, or any rights enjoyed by, the
      other Projects shall be affected by the release of the Replaced
      Property;

     

    (vii)  Each
      Substituted Property must meet Lender’s due diligence requirements which are in
      effect at the time of the proposed substitution and which would be similar
      in
      nature and scope to the closing conditions set forth on Exhibit E, as the
      same may be modified to reflect any requirements specific to the Substituted
      Property;

     

    (viii)  Simultaneous
      with the release of a Replaced Property, Company shall transfer and assign
      100%
      of the interests of the Company in the entity that owns the Replaced Property
      to
      an entity that is not a Subsidiary of Company; and

     

    (ix)  The
      Company or the Project Borrower shall be solely responsible for all costs,
      including, but not limited to, attorneys’ fees or fees related to appraisers,
      engineers, architects and counsel, in connection with any such substitution
      or
      substitutions.

     

    Upon
      satisfaction of the foregoing
      conditions Lender shall deliver to Company and the applicable Project Borrowers
      sufficient releases of lien, satisfactions or reconveyances of mortgages, UCC-3
      Terminations and such other documents as may be required to effectively release
      the Replaced Property from the Project Loan Documents and sufficient UCC-3
      Terminations and other release documents to terminate the pledges by Company
      in
      such Project Borrowers (and any applicable Subsidiaries of Company which own
      interests in such Project Borrowers).

     

    


    3.4  Partial
      Release.  Provided the Prepayment Lockout Period has expired for
      the Loan selected by the Company for prepayment, Company shall have the right,
      exercisable from time to time, to release all (but not less than all) of a
      Project from the lien of the Mortgage encumbering such Project (such Project
      is
      a “Release Property”) upon the following terms and
      conditions:

     

    (i)  Company
      shall pay (1) one hundred ten percent (110%) (which percentage shall be
      adjusted, up or down, in the event that there are at least three (3) Project
      Loans entered into pursuant to this Agreement, such that the amount required
      to
      be prepaid will be the amount necessary to cause the Projects remaining after
      release of the Release Property to satisfy the Loan to Value Ratio set forth
      in
      clause (iv) below) of the Allocated Loan Amount for the Release Property, (2)
      the required Prepayment Fee and (3) a processing fee equal to
      $10,000;

     

    (ii)  no
      Event
      of Default shall have occurred and be continuing;

     

    (iii)  giving
      effect to the potential release, the Debt Service Coverage Ratio for the
      immediately succeeding twelve (12) month period of the balance of the Project
      remaining after the release of the Release Property (the “Remaining
      Property”) shall be no less than 1.60 to 1;

     

    (iv)  giving
      effect to the potential release, the Loan to Value Ratio of the Remaining
      Property shall not be greater than fifty-five percent (55%) as determined by
      Lender in its reasonable discretion;

     

    (v)  for
      the
      Remaining Property, the rent rolls, tenants, and terms of the leases must be
      satisfactory to Lender in its sole discretion;

     

    (vi)  simultaneous
      with the release of the Release Property, Company shall transfer and assign
      100%
      of the Company’s interests in the entity that owns the Release Property to an
      entity that is not a Subsidiary of Company; and

     

    (vii)  Company
      or the Project Borrower shall pay all costs and expenses incurred by Lender
      in
      connection with any release permitted by this Section 3.4, including title
      insurance premiums, documentation costs and reasonable attorneys’
fees.

     

    To
      satisfy the requirements of Sections 3.3 and 3.4, Company may, or may cause
      the
      applicable Project Borrower(s) to, make a partial prepayment of one or more
      of
      the Loans, as so elected by Company and so long as any such Loan is not then
      subject to a Prepayment Lockout Period, together with the applicable portion
      of
      the Prepayment Fee then due and payable, in an amount not in excess of the
      amount required to satisfy the requirements set forth in Section 3.3 or 3.4,
      as
      applicable.  No release of a Release Property or a Replaced Property
      shall release the Company or the applicable Project Borrower from its
      obligations under the Loan Documents or this Agreement with respect to events
      arising or occurring prior to the date of any release permitted pursuant to
      Section 3.3 or 3.4 above.

    


    Upon
      satisfaction of the foregoing
      conditions Lender shall deliver to Company and the applicable Project Borrowers
      the applicable Project Note marked “Cancelled” and “Paid in Full” to the extent
      the same has been paid in full, together with sufficient releases of lien,
      satisfactions or reconveyances of mortgages, UCC-3 Terminations and such other
      documents as may be required to effectively release the Released Property from
      the Project Loan Documents and sufficient UCC-3 Terminations and other release
      documents to terminate the pledges by Company in such Project Borrowers (and
      any
      applicable Subsidiaries of Company which own interests in such Project
      Borrowers).

     

    


    


    3.5  Obligations.  Each
      of Lender and Company acknowledge and agree that, notwithstanding that there
      are
      separate Loans made from time to time pursuant to the terms of this Agreement,
      and that separate Notes evidence each such Loan, the Obligations, consisting
      of,
      among other things, each and every Loan and each and all Project Debt,
      constitute a single indebtedness secured by each and every Project and the
      equity interests in each and every Project Borrower.

     

    


     

    SECTION
      4

     

    


     

    COVENANTS

     

    Company
      covenants and agrees that until payment in full of all Obligations, Company
      shall perform and comply with, and shall cause each of the Project Borrowers
      to
      perform and comply with, all covenants in this Section 4 applicable to such
      Person.

     

    4.1  Financial
      Covenants»

     

    (A)  .

     

    (A)           Loan
      to Value Ratio.  At all times while there exist three (3) or more
      Project Loans, including, without limitation, both before and after any
      substitution of or release of any Project pursuant to the terms of this
      Agreement, the Loan to Value Ratio shall be not greater than 55%.

     

    (B)           Debt
      Service Coverage Ratio.  At all times while there exist three (3) or
      more Project Loans, including, without limitation, both before and after any
      substitution of or release of any Project pursuant to the terms of this
      Agreement, the Debt Service Coverage Ratio shall be not less than 1.60 to
      1.00.

     

    (C)           Compliance
      Certificates.  Company shall, within one hundred twenty (120) days
      after the end of each calendar year, deliver to Lender a certificate from a
      duly
      appointed and authorized officer of the Company, certifying to Lender that
      Company is in compliance with the covenants set forth in subsections (A) and
      (B)
      above, which certificate shall set forth, in form and substance reasonably
      acceptable to Lender, sufficient backup materials and financial statements
      to
      provide evidence of the calculation and satisfaction of such
      covenant.

     

    (D)           Breach.  If
      at any time while there exist three (3) or more Project Loans, based on a
      compliance certificate or Lender’s review and recalculation of the information
      set forth therein, Lender determines that Company is in breach of either of
      the
      covenants set forth in subsections (A) or (B) above, Lender may, at Lender’s
      election, demand by written notice to Company that Company or the applicable
      Project Borrower (i) make a principal repayment of one or more Loans selected
      by
      Company (so long as such Loans are not then subject to a Prepayment Lockout
      Period), together with the applicable portion of the Prepayment Fee, to Lender
      in such amount as is necessary to cause the covenant set forth in subsection
      (A)
      or (B) above, as applicable, to be at the levels required by this Agreement,
      or
      (ii) provide to Lender additional collateral (which may be one or more
      additional Eligible Projects) in form and substance, and with a value,
      acceptable to Lender in Lender’s sole discretion.  Any failure by
      Company to make such payment or deliver such additional collateral within thirty
      (30) days after Lender’s written demand shall constitute an immediate Event of
      Default.

    


    4.2  Indebtedness»

     

    Section
      1.01                                  .  Company
      shall not, and shall not, except as otherwise permitted by the Project Loan
      Documents, permit the Project Borrowers to, (i) without the prior written
      consent of Lender, become liable with respect to any indebtedness or other
      obligation except for the Loans, (ii) obtain any financing in addition to the
      Loans that is secured by a lien, security interest or other encumbrance of
      any
      part of the Project, or (iii) grant or permit any pledge or other similar
      encumbrance of a partnership, member, shareholder or other beneficial interest
      in Company or any Project Borrower.  The foregoing covenants shall not
      be deemed to prohibit a pledge (the “Credit Facility Pledge”)
      of the direct ownership interests in Company which Credit Facility Pledge
      secures (x) a Credit Agreement in the original principal amount of $250,000,000,
      which may be increased to $350,000,000, dated as of September 9, 2005 (as the
      same has been and may hereafter be amended, the “Credit
      Agreement”) between Hines REIT Properties, L.P., a Delaware limited
      partnership (the “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 any other Qualified
      Institutional Lender,  provided that in no case shall the Credit
      Agreement shall be secured by a lien, pledge or security interest or other
      encumbrance of any part of any direct interest in any Project Borrower, any
      other Subsidiary of Company or any Project.

     

    4.3  Subsidiaries»

     

    .  Company
      shall not establish any new Subsidiaries that are not directly or indirectly
      holders of equity interests in Project Borrowers which equity interests have
      been pledged and a security interest therein granted to Lender.

     

    4.4  Financial
      Statements and Other Reports»

     

    .  Company
      shall keep adequate books and records of account in accordance with GAAP or
      in
      accordance with other methods  acceptable to Lender in its reasonable
      discretion, consistently applied and furnish to Lender: 

     

    (a)  Financial
      Statements.  Within one hundred twenty (120) days after the end of
      each calendar year, Company shall provide to Lender true and complete annual
      unaudited consolidated financial statements for Company prepared in accordance
      with GAAP.  Such financial statements shall (x) be prepared by Company
      and certified by an officer of Company or Hines REIT and (y) include a balance
      sheet as of the end of such year and profit and loss statements for such year,
      with such detailed supporting schedules covering the Company’s operation as
      Lender shall reasonably require.  Company shall also provide such
      other financial information as Lender may, from time to time, reasonably request
      certified (if requested by Lender) by the applicable chief financial officer,
      controller (or similar position) of Company or Hines REIT.

     

    (b)  Electronic
      Format.  Company will provide to Lender a copy of any reports,
      notices, statements or other deliveries required pursuant to this Section 4.4
      in
      an electronic format reasonably satisfactory to Lender.

     

    4.5  Existence;
      Qualification»

     

    .  Company
      will, and Company will cause each Project Borrower at all times to preserve
      and
      keep in full force and effect its existence, and all rights and franchises
      material to its respective business.  Company will continue, and will
      cause each Project Borrower to continue, to be qualified in all jurisdictions
      in
      which it is required to qualify.

     

    4.6  Omitted.

     

    4.7  Inspection;
      Lender Meeting»

     

    .  Company
      shall, upon request from Lender, permit (and cause to be permitted) Lender’s
      designated representatives to (a) visit, examine, audit, photograph and
      inspect each Approved Project, (b) examine, audit, inspect, copy, duplicate
      and abstract Company’s financial, accounting and other books and records, and
      (c) discuss Company’s and each Project Borrower’s affairs, finances and
      business with Company’s officers, senior management, representatives,
      independent public accountants and agents.  Company shall cause its
      books and records to be maintained at Company’s principal offices located at
      2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056.  Company
      will not change its principal offices or the location where its books and
      records are kept without giving at least thirty (30) days’ advance notice to
      Lender.  Company shall pay Lender’s costs and expenses incurred in
      connection with such audit if an Event of Default has occurred or if any audit
      reveals any material discrepancy, in Lender’s reasonable judgment, in the
      financial information provided by Company.  All audits, inspections
      and reports shall be made for the sole benefit of Lender.  Neither
      Lender nor Lender’s auditors, inspectors, representatives, agents or contractors
      assumes any responsibility or liability (except to Lender) by reason of such
      audits, inspections or reports.  Company will not rely upon any of
      such audits, inspections or reports.  The performance of such audits,
      inspections and reports will not constitute a waiver of any of the provisions
      of
      the Loans Documents.  Company shall cooperate with Lender with respect
      to any proceedings before any Governmental Authority which may in any way affect
      the rights of Lender under any of the Loan Documents and, in connection
      therewith, not prohibit Lender, at its election, from participating in any
      such
      proceedings.

     

    4.8  Further
      Assurances»

     

    .  Company
      shall, from time to time, at its sole cost and expense, execute and/or deliver,
      or cause execution and/or delivery of, such documents, agreements and reports,
      and perform such acts as Lender at any time may reasonably request to carry
      out
      the purposes and otherwise implement the terms and provisions provided for
      in
      the Loan Documents.  Company shall, at Company’s sole cost and
      expense: (i) upon Lender’s request therefore given from time to time (but not
      more frequently than once per calendar year unless an Event of Default then
      exists) pay for (a) current reports of Uniform Commercial Code, federal tax
      lien, state tax lien, judgment and pending litigation searches with respect
      to
      Company, and (b) current good standing and existence certificates with respect
      to Company; and (ii) execute and deliver to Lender such documents,
      instruments, certificates, assignments and other writings, and do such other
      acts necessary, to evidence, preserve and/or protect the Collateral at any
      time
      securing or intended to secure the Obligations, as Lender may require in
      Lender’s reasonable discretion.  Company shall promptly execute,
      acknowledge, deliver, file or do, at its sole cost and expense, all acts,
      assignments, notices, agreements or other instruments as Lender may reasonably
      require in order to effectuate, assure, convey, secure, assign, transfer and
      convey unto Lender any of the rights granted by this Agreement and to more
      fully
      perfect and protect any assignment, pledge, lien and security interest confirmed
      or purported to be created under the Loan Documents or to enable Lender to
      exercise and enforce their rights and remedies hereunder, in respect of the
      Collateral.

     

    4.9  Restriction
      on Fundamental Changes»

     

    (a)  .  The
      Company will not: (a) amend, modify or waive in any material respect any
      term or provision of its Organizational Documents, (b) liquidate, wind-up
      or dissolve itself (or suffer any liquidation or dissolution); or
      (c) acquire by purchase or otherwise all or any part of the business or
      assets of, or stock or other evidence of beneficial ownership of, any Person
      except purchases of Projects through Subsidiaries and purchases of the equity
      interests in special purpose entities that own
      Projects.  Notwithstanding anything to the contrary in the Project
      Loan Documents, Company shall not, and shall not permit any Project Borrower
      to,
      cause or permit, directly or indirectly, (i) any part of any Project or any
      interest in any Project, to be conveyed, transferred, assigned, encumbered,
      sold
      or otherwise disposed of, or (ii) any change in the
      individual(s) comprising, or in the partners, or stockholders, or members
      or beneficiaries of, or the constituent entities owning, directly or indirectly,
      interests in Company or any Project Borrower, or (iii) any merger,
      reorganization, dissolution or other change in the ownership structure of
      Company or any of the general partners or members of Company, including, without
      limitation, any conversion of the Company or any member or general partner
      of
      Company to a limited partnership, a limited liability partnership or a limited
      liability company (collectively,
“Transfers”).  Notwithstanding the foregoing, the
      prohibitions set forth above will not apply to 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.  Company shall pay all costs and expenses, including
      reasonable attorneys fees and disbursements, incurred by Lender in connection
      with any transfer.

     

    Notwithstanding
      the foregoing or anything in the Project Loan Documents to the contrary, the
      prohibitions on Transfers shall not be applicable to the transfer of all of
      the
      direct or indirect ownership interests in Company pursuant to the Credit
      Facility Pledge as the result of a default under the Credit Agreement so long
      as
      the transferee is a Qualified Institutional Investor and so long as Company
      pays
      to Lender all out of pocket costs and expenses incurred by Lender in connection
      with any proposed Transfer pursuant to the preceding, including without
      limitation, reasonable attorneys’ fees and costs.

    


    Further,
      notwithstanding anything contained herein or in the Project Loan Documents
      and
      provided there is no Event of Default as of the time of the Transfer, the
      following Transfers done at Company’s sole cost and expense shall be deemed
“Permitted Transfers” and shall not require Lender’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 REIT, (b) Hines REIT continues to be the general
                partner
                of and retains management and operational control of the Operating
                Partnership, and (c) Operating Partnership continues to own, directly
                or
                indirectly, all of the partnership interests in Company and retains
                management and operational control of the Company, Project Borrowers
                and
                the Projects;

            


    

     

    
      	
              (ii)  

            	
              Any
                assignments, transfers, pledges, encumbrances, hypothecations or
                redemptions of limited partnership interests, or issuance of new
                limited
                partnership interests, in Operating Partnership, 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;

            


    

     

    
      	
              (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 Affiliate continues
                to
                control, directly or indirectly, the management and operation of
                the
                investment advisor of Hines REIT;
                and

            


    

     

    
      	
              (iv)  

            	
              Any
                assignments, transfers, pledges, encumbrances, hypothecations, redemptions
                of shares, stock, partnership, membership or other interests, or
                issuance
                of new shares, stock, partnership, membership 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.

            


    

     

    4.10  Use
      of
      Lender’s Name»

     

    .  Company
      shall not use the names of Lender or any of Lender’s Subsidiaries or Affiliates
      in connection with the marketing, leasing, use and operation of any Approved
      Project.  Company shall not disclose or permit any Affiliate, officer,
      director, partner, manager, member or employee of Company to disclose any of
      the
      terms and conditions of this Agreement or any Loan to any Person except (a)
      to
      the extent disclosed in the Loan Documents recorded by Lender, (b) to the extent
      such disclosure is required pursuant to the Loan Documents or applicable legal
      process, (c) to its accountants, consultants and advisors, (d) to its other
      lenders, (e) to the Company’s officers, directors and partners or (f) to the
      extent Lender consents to such disclosure.  Notwithstanding the
      foregoing, Company (its Affiliates or any entity advised by any Hines Affiliate)
      shall be permitted to disclose this transaction and/or the terms of this
      transaction as may be necessary to comply with any applicable federal or state
      securities laws, rules, or regulations or to comply with the requirements of
      the
      Securities and Exchange Commission, the New York Stock Exchange or any similar
      agency or body.

     

    4.11  No
      Subsidiaries»

     

    .  Company
      shall not create or own any Subsidiaries other than Project Borrowers or other
      entities wholly-owned by Company, which entities together with Company, own
      100%
      of the interests in Project Borrowers.

     

    SECTION
      5

     

    


     

    REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      Lender to enter into this Agreement, Company represents and warrants to, and
      agrees with, Lender that the following statements are true, correct and complete
      in all respects.

     

    5.1  Organization,
      Powers, Capitalization, Good Standing, Binding Obligations,
      etc.

     

    (a)  Organization
      and Powers.  Company is a validly existing limited liability
      company and in good standing under the laws of its jurisdiction of organization
      and is qualified to do business in all states where such qualification is
      required.  Company has all requisite organizational power and
      authority to own and operate its properties, to carry on its business as now
      conducted and proposed to be conducted, to incur and perform the Obligations,
      to
      execute, deliver and perform the Loan Documents and to grant liens and security
      interests in the Collateral.  The organizational chart attached hereto
      as Schedule 5.1(A) correctly identifies as of the date
      hereof each Person directly owning the ownership interests in the Company and
      each of its Subsidiaries, including each Project Borrower.

     

    (b)  Binding
      Obligation.  This Agreement is, and the other Loan Documents when
      executed and delivered will be, the legally valid and binding obligations of
      the
      Company and each of its Subsidiaries including every Project Borrower which
      is a
      party thereto, each enforceable against each of such parties, as applicable,
      in
      accordance with their respective terms subject to (i) applicable bankruptcy,
      insolvency, moratorium, reorganization or other similar laws affecting
      creditor’s rights generally and (ii) the powers of the courts to grant, in their
      discretion, specific performance and injunctive relief.

     

    5.2  Solvency»

     

    .  Company:  (a)
      owns and will own assets the fair saleable value of which are (i) greater than
      the total amount of its liabilities (including contingent liabilities) and
      (ii)
      greater than the amount required to pay the probable liabilities of its existing
      debts as they become absolute and matured considering all financing alternatives
      and potential asset sales reasonably available to it; (b) has capital that
      is
      not unreasonably small in relation to its business as presently conducted or
      after giving effect to any contemplated transaction; and (c) does not intend
      to
      incur and does not believe that it will incur debts beyond its ability to pay
      such debts as they become due.

     

    5.3  Brokers»

     

    .  Company
      hereby represents that it has dealt with no financial advisors, brokers,
      underwriters, placement agents, agents or finders in connection with the
      transactions contemplated by this Agreement except Churchill Capital, whose
      commission shall be borne solely by Company.

     

    5.4  Other
      Project Financings»

     

    .  There
      has been no acceleration of any debt or other obligation under any loan
      agreement or other document, instrument or agreement relating to any loan or
      extension of credit to Company or any of the Company’s
      Subsidiaries.

     

    SECTION
      6

     

    


     

    DEFAULT,
      RIGHTS AND REMEDIES

     

    6.1  Facility
      Event of Default»

     

    .  “Event
      of Default” means the occurrence or existence of any one or more of the
      following:

     

    (a)  Breach
      of Certain Provisions.  A failure of the Company to perform or
      comply with any covenant contained in Sections 4.1(D), 4.2, or 4.9;
      or

     

    (b)  Representations
      and Warranties.  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 Company, or by any person or entity
      otherwise liable under any Loan Document shall be materially false or misleading
      (provided, however, if Company 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 such warranty, representation, certification or financial statement
      is
      curable, Company shall have ten (10) days after receipt of written notice from
      Lender 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); or

     

    (c)  Other
      Defaults Under Loan Documents.  The failure of Company 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), Company shall have
      such
      additional period of time as shall be reasonably necessary to effect the cure
      thereof provided Company 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;
      or

     

    (d)  Involuntary
      Bankruptcy; Appointment of Receiver, etc. The filing by Company of a
      voluntary petition or application for relief in bankruptcy, the filing against
      Company of an involuntary petition or application for relief in bankruptcy
      which
      is not dismissed within one hundred twenty (120) days, or Company’s adjudication
      as a bankrupt or insolvent, or the filing by Company 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 Company’s seeking or consenting to or acquiescing in the appointment
      of any trustee, custodian, conservator, receiver or liquidator of Company,
      or
      the making by Company of any general assignment for the benefit of creditors,
      or
      the admission in writing by Company of its inability to pay its debts generally
      as they become due;

     

    (e)  Dissolution.  Any
      order, judgment or decree is entered against Company decreeing the dissolution
      or split up of Company and such order remains undischarged or unstayed for
      a
      period in excess of twenty (20) days; or

     

    (f)  Injunction.  Either
      (i) Company is enjoined, restrained or in any way prevented by the order of
      any
      court or any administrative or regulatory agency from conducting all or any
      material part of its business relating to the Project Borrowers and such order
      continues for more than thirty (30) days; or (ii) any order or decree is entered
      by any court of competent jurisdiction directly or indirectly enjoining or
      prohibiting Company from performing any of their obligations under this
      Agreement or any of the other Loan Documents; or

     

    (g)  Invalidity
      of Loan Documents.  Any of the Loan Documents to which the Company
      or a Project Borrower is a party for any reason, other than a partial or full
      release in accordance with the terms of the Loan Documents, ceases to be in
      full
      force and effect or is declared to be null and void by a court of competent
      jurisdiction, or Company or any Project Borrower denies that it has any further
      liability (other than a good faith dispute as to the amount of any balance
      due)
      under any Loan Documents to which it is party, or gives notice to such effect;
      or

     

    (h)  Project
      Loan Default.  The occurrence of a Project Loan Event of
      Default.

     

    6.2  Acceleration
      and Remedies»

     

    .  Upon
      the occurrence of any Event of Default specified in Sections 6.1(d), or 6.1(h),
      payment of all Obligations shall be accelerated without notice, presentment,
      demand, protest or notice of protest and shall be immediately due and payable
      and, in addition, Lender may in addition to any other rights and remedies
      available to Lender at law or in equity or under any other Loan Documents,
      exercise one of more of the following rights and remedies as it, in its sole
      discretion, deems necessary or advisable.  Upon the occurrence of any
      Event of Default (other than Facility Events of Default specified in Sections
      6.1(d), and 6.1(h)), Lender, in addition to any other rights or remedies
      available to Lender at law or in equity, or under any of the other Loan
      Documents, may exercise any one or more of the following rights and remedies
      as
      it, in its sole discretion, deems necessary or desirable:

     

    (a)  Acceleration.  Declare
      immediately due and payable, without further notice, protest, presentment,
      notice of protest or demand, all Obligations including all monies advanced
      under
      this Agreement and/or any of the Loan Documents which are then unpaid, together
      with all interest then accrued thereon and all other amounts then owing
      (including any default interest, exit fees, or prepayment premium owed as a
      result of such acceleration).  If payment of the Obligations is
      accelerated, Lender may, in its sole discretion, exercise all rights and
      remedies hereunder and under the other Loan Documents at law, in equity or
      otherwise.

     

    (b)  No
      Further Obligations.  Terminate Lender’s obligations under this
      Agreement and all Project Loan Documents.

     

    (c)  Injunctive
      Relief.  Institute appropriate proceedings for injunctive relief
      (including specific performance of the obligations of Company).

     

    (d)  Project
      Loan Documents.  Exercise Lender’s rights and remedies under any
      or all Project Loan Documents.

     

    6.3  Remedies
      Cumulative; Waivers; Reasonable Charges»

     

    .  All
      of the remedies given to Lender in the Loan Documents or otherwise available
      at
      law or in equity to Lender shall be cumulative and, subject to applicable law,
      may be exercised separately, successively or concurrently.  Failure to
      exercise any one of the remedies herein provided shall not constitute a waiver
      thereof by Lender, nor, subject to applicable law, shall the use of any such
      remedies prevent the subsequent or concurrent resort to any other remedy or
      remedies vested in Lender by the Loan Documents or at law or in
      equity.  To be effective, any waiver by Lender must be in writing and
      such waiver shall be limited in its effect to the condition or default specified
      therein, and no such waiver shall extend to any subsequent condition or
      default.  It is agreed that (i) the actual costs and damages that
      Lender would suffer by reason of an Event of Default (exclusive of the
      attorneys’ fees and other costs incurred in connection with enforcement of
      Lender’s rights under the Loan Documents) or a prepayment would be difficult and
      needlessly expensive to calculate and establish, and (ii) the amounts of the
      default rates, the late charges, the exit fees, the origination fees and the
      prepayment premiums are reasonable, taking into consideration the circumstances
      known to the parties at this time, and (iii) the default rates, the late
      charges, the exit fees, the origination fees and Lender’s reasonable attorneys’
fees and other costs and expenses incurred in connection with enforcement of
      Lender’s rights under the Loan Documents shall be due and payable as provided
      herein, and (iv) the default rates, late charges, the exit fees, the origination
      fees, prepayment premiums, and the obligation to pay Lender’s reasonable
      attorneys’ fees and other enforcement costs do not, individually or
      collectively, constitute a penalty.

     

    SECTION
      7

     

    


     

    ASSIGNMENT
      AND PARTICIPATION

     

    (a)  Lender
      may sell, transfer or assign its entire interest or one or more participation
      interests in this Agreement, and, individually or collectively, the Loans and
      the Project Loan Documents, at any time and from time to time, including,
      without limitation, its rights and obligations as servicer of the
      Loan.  Lender may issue mortgage pass-through certificates or other
      securities evidencing a beneficial interest in a rated or unrated public
      offering or private placement, including depositing the Project Loan Documents
      with a trust that may issue securities (the “Securities”).
      Lender may forward to each prospective purchaser, transferee, assignee,
      servicer, participant, investor in such Securities (collectively, the
“Investor”) or any rating agency rating such Securities and
      each prospective Investor, all documents and information which Lender now has
      or
      may hereafter acquire relating to the Loans and to the Company, Project
      Borrowers and the Projects, whether furnished by the Company, the Project
      Borrowers or otherwise, as Lender determines necessary or desirable, and Lender
      will obtain from each receiving party a confidentiality agreement pursuant
      to
      which such party agrees to use confidential information about the Projects
      only
      for evaluating the prospective transaction for which Lender provides the
      information.

     

    (b)  The
      Company will, and will cause the applicable Project Borrowers to, cooperate
      with
      Lender, at no out-of-pocket expense to Company or the Project Borrowers, in
      furnishing such information and providing such other assistance, reports and
      legal opinions as Lender may reasonably request in connection with any such
      transaction.  In addition, Company acknowledges that Lender may
      release or disclose to potential purchasers or transferees of the Loans, or
      potential participants in the Loans, on a confidential basis, originals or
      copies of the Project Loan Documents, title information, engineering reports,
      financial statements, operating statements, appraisals, Leases, rent rolls,
      and
      all other materials, documents and information in Lender’s possession or which
      Lender is entitled to receive under the Project Loan Documents, with respect
      to
      the Loans, Company, the Project Borrowers or the Projects.  Company,
      at no out-of-pocket expense to Company or the Project Borrowers, shall also
      furnish to such Investors or such prospective Investors or such rating agency,
      on a confidential basis, any and all information concerning the Projects, the
      Leases, the financial condition of the Company and the Project Borrowers as
      may
      be reasonably requested by Lender, any Investor or any prospective Investor
      or
      any rating agency in connection with any sale, transfer or participation
      interest.

     

    


     

    SECTION
      8

     

    


     

    MISCELLANEOUS

     

    8.1  Miscellaneous»

     

    .  No
      provision in this Agreement or in any of the other Loan Documents and no course
      of dealing between the parties shall be deemed to create any relationship
      between Lender and Company other than the contractual relationship set forth
      in
      the Agreement, any relationship between a Project Borrower and Lender (other
      than that of debtor and creditor) or any fiduciary duty by Lender to Company
      or
      any other Person.  All attorneys, accountants, appraisers, and other
      professional Persons and consultants retained by Lender shall have the right
      to
      act exclusively in the interest of Lender and shall have no duty of loyalty,
      duty of care or any other duty to Company.  By accepting or approving
      anything required to be observed, performed or fulfilled or to be given to
      Lender pursuant to the Loan Documents, Lender shall not be deemed to have
      warranted or represented the sufficiency, legality, effectiveness or legal
      effect of the same, or of any term, provision or condition thereof, and such
      acceptance or approval thereof shall not be or constitute any warranty or
      representation with respect hereto or thereto by Lender.  Company
      acknowledges that Lender engages in the business of real estate financings
      and
      other real estate transactions and investments which may be viewed as adverse
      to
      or competitive with the business of Company or any Project
      Borrower.  Section or Paragraph headings in this Agreement are
      included herein for convenience of reference only and shall not constitute
      a
      part of this Agreement for any other purpose or be given any substantive
      effect.  The invalidity, illegality or unenforceability in any
      jurisdiction of any provision in or obligation under this Agreement shall not
      affect or impair the validity, legality or enforceability of the remaining
      provisions or obligations under this Agreement.  This Agreement is
      made for the sole benefit of Company and Lender, and no other Person shall
      be
      deemed to have any privity of contract hereunder nor any right to rely hereon
      to
      any extent or for any purpose whatsoever, nor shall any other Person have any
      right of action of any kind hereon or be deemed to be a third party beneficiary
      hereunder.  This Agreement embodies the final, entire agreement among
      the parties hereto and supersedes any and all prior commitments, agreements,
      representations, and understandings, whether written or oral, relating to the
      subject matter hereof and may not be contradicted or varied by evidence of
      prior, contemporaneous, or subsequent oral agreements or discussions of the
      parties hereto.  There are no oral agreements among the parties
      hereto.  This Agreement and the Project Loan Documents and any
      amendments, waivers, consents, or supplements may be executed in any number
      of
      counterparts and by different parties hereto in separate counterparts, each
      of
      which when so executed and delivered shall be deemed an original, but all of
      which counterparts together shall constitute but one and the same instrument.
      This Agreement shall become effective upon the execution of a counterpart hereof
      by each of the parties hereto.

     

    8.2  Indemnity»

     

    .  Company
      agrees to indemnify, pay, defend and hold Lender, its officers, directors,
      members, partners, shareholders, participants, beneficiaries, trustees,
      employees, agents, successors and assigns, any subsequent holder of any Loan,
      any trustee, fiscal agent, servicer, underwriter and placement agent
      (collectively, the “Indemnitees”) harmless from and against any
      and all liabilities, obligations, losses, damages, penalties, actions,
      judgments, causes of action, suits, claims, tax liabilities, broker’s or finders
      fees, costs, expenses and disbursements of any kind or nature whatsoever
      (including the reasonable fees and disbursements of counsel for such Indemnitees
      in connection with any investigative, administrative or judicial proceeding
      commenced or threatened, whether or not such Indemnitee shall be designated
      a
      party thereto) that may be imposed on, incurred by, or asserted against that
      Indemnitee, based upon any third party claims against such Indemnitees in any
      manner related to or arising out of any breach by Company of any representation,
      warranty, covenant, or other agreement contained in this
      Agreement.  To the extent that the undertaking to indemnify, pay,
      defend and hold harmless set forth in the preceding sentence may be
      unenforceable because it is violative of any law or public policy, Company
      shall
      contribute the maximum portion that it is permitted to pay and satisfy under
      applicable law to the payment and satisfaction of all indemnified liabilities
      incurred by the Indemnitees or any of them.  If any such action or
      other proceeding shall be brought against Lender, upon written notice from
      Company to Lender (given reasonably promptly following Lender’s notice to
      Company of such action or proceeding), Company shall be entitled to assume
      the
      defense thereof, at Company’s expense, with counsel reasonably acceptable to
      Lender; provided, however, Lender may, at its own expense, retain separate
      counsel to participate in such defense, but such participation shall not be
      deemed to give Lender a right to control such defense, which right Company
      expressly retains.  Notwithstanding the foregoing, each Indemnitee
      shall, following notice to and consultation with Company, have the right to
      employ separate counsel at Company’s expense if, in the reasonable opinion of
      legal counsel, a conflict or potential conflict exists between the Indemnitee
      and Company that would make such separate representation
      advisable.  Company shall have no obligation to indemnify an
      Indemnitee for damage or loss resulting from such Indemnitee’s gross negligence
      or willful misconduct as determined by order of a court of competent
      jurisdiction that has become final by virtue of appeal or lapse of time for
      appeal.

     

    8.3  Amendments
      and Waivers»

     

    .  No
      amendment, modification, termination (other than termination as expressly
      provided elsewhere in this Agreement) or waiver of any provision of this
      Agreement or consent to any departure therefrom shall in any event be effective
      unless the same shall be in writing and signed by Lender (and, with respect
      to
      any such amendment, termination or modification, unless also signed by
      Company).

     

    8.4  Notices»

     

    .  Unless
      otherwise specifically provided herein, any notice or other communication
      required or permitted to be given shall be in writing addressed to the
      respective party as set forth on Schedule 8.4 or to such other address as
      the party addressed shall have previously designated by written notice to the
      serving party and may be personally served, telecopied (with request for
      confirmation) or sent by overnight courier service or United States registered
      mail return receipt requested, postage prepaid.  Any notice so given
      shall be deemed effective upon delivery or on refusal or failure of delivery
      during normal business hours.

     

    8.5  Applicable
      Law»

     

    .  THIS
      AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
      TO
      CONFLICTS OF LAWS PRINCIPLES.

     

    8.6  Successors
      and Assigns»

     

    .  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns except that Company may not assign
      its rights or obligations hereunder without the written consent of
      Lender.

     

    8.7  Consent
      to Jurisdiction and Service of Process»

     

    .  COMPANY
      AND LENDER HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
      LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREE
      THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
      RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS.  COMPANY
      AND LENDER ACCEPT, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION
      OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND
      IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
      WITH THIS AGREEMENT.

     

    8.8  Waiver
      of Jury Trial»

     

    .  COMPANY
      AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
      OR
      CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR ANY DEALINGS
      BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND RELATIONSHIP
      THAT IS BEING ESTABLISHED.  COMPANY AND LENDER ALSO WAIVE ANY BOND OR
      SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED
      OF COMPANY OR LENDER.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
      ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
      THAT
      RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
      TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
      CLAIMS.  COMPANY AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
      INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
      ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO
      RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  COMPANY AND
      LENDER FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH
      ITS
      LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
      RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS
      IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
      AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
      OR MODIFICATIONS TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER
      DOCUMENTS OR AGREEMENTS RELATING TO ANY LOAN.  IN THE EVENT OF
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.

     

    8.9  Publicity»

     

    .  Lender
      and Company may refer, in their sole discretion, but with the consent of the
      other, such consent not to be unreasonably withheld, delayed or conditioned,
      to
      any one or more of the Loans and the Projects in tombstone advertisements,
      offering memoranda in connection with Securitizations, press releases and
      reports to investors and Lender may, in its sole discretion, but with the
      consent of the Company, such consent not to be unreasonably withheld, delayed
      or
      conditioned, obtain and distribute photographic and other descriptions and
      depictions of the Projects.  No consent shall be required with regard
      to disclosures required pursuant to applicable law.  Notwithstanding
      the foregoing, Company (its Affiliates or any entity advised by any Hines
      Affiliate) shall be permitted to disclose this transaction and/or the terms
      of
      this transaction as may be necessary to comply with any applicable federal
      or
      state securities laws, rules, or regulations or to comply with the requirements
      of the Securities and Exchange Commission, the New York Stock Exchange or any
      similar agency or body.

     

    8.10  Brokerage
      Claims»

     

    .  Company
      shall protect, defend, indemnify and hold Lender harmless from and against
      all
      loss, cost, liability and expense incurred as a result of any claim for a
      broker’s or finder’s fee against Lender or any Person, in connection with the
      Agreement and any Approved Project, provided such claim is made by or arises
      through or under Company or is based in whole or in part upon alleged acts
      or
      omissions of Company.  Lender shall protect, defend, indemnify and
      hold Company harmless from and against all loss, cost, liability and expense
      incurred as a result of any claim for a broker’s or finder’s fee against Company
      or any other Person in connection with the transaction herein contemplated,
      provided such claim is made by or arises through or under Lender or is based
      in
      whole or in part upon alleged acts or omissions of Lender.

     

    8.11  No
      Fiduciary Relationship; Limited Liability»

     

    .  No
      provision in the Loan Documents or Project Loan Documents and no course of
      dealing between the parties shall be deemed to create any fiduciary duty owing
      to Company by Lender.  Company agrees that Lender shall not have
      liability to Company (whether sounding in tort, contract or otherwise) for
      losses suffered by Company in connection with, arising out of, or in any way
      related to the transactions contemplated and the relationship established by
      the
      Loan Documents, or any act, omission or event occurring in connection therewith,
      unless and to the extent that it is determined that such losses resulted from
      the gross negligence or willful misconduct of the party from which recovery
      is
      sought as determined by a court of competent jurisdiction.

     

    8.12  Expenses»

     

    .  Company
      shall promptly pay, or cause payment of, all fees, costs and expenses (including
      reasonable attorneys’ fees and expenses and the documented, allocated cost of
      internal legal staff) incurred by Lender in connection with any matters
      contemplated by or arising out of this Agreement, the Obligations, the Loans,
      the Loan Documents, or any of the Project Loan Documents in connection with
      the
      examination, review, due diligence investigation, documentation, negotiation,
      and closing with Lender (but not including syndication or securitization of
      the
      transactions contemplated herein) and in connection with the continued
      administration of this Agreement, the Loan Documents and Project Loan Documents
      including any amendments, modifications, consents and waivers.  Unless
      incurred in connection with, or arising out of, a securitization or syndication,
      Company shall promptly pay, or cause payment of, reasonable documentation
      charges assessed by Lender for amendments, waivers, consents and any of the
      documentation prepared by Lender’s attorneys and internal legal
      staff.  Company shall promptly pay, or cause payment of, all fees,
      costs and expenses (including attorneys’ fees and expenses and the allocated
      cost of internal legal staff) incurred by Lender in connection with any action
      to enforce any Loan Document or to collect any payments due from the Company
      or
      Project Borrowers.

     

    8.13  Construction»

     

    .  Company
      and Lender acknowledge that each of them has had the benefit of legal counsel
      of
      its own choice and has been afforded an opportunity to review this Agreement
      with its legal counsel and that this Agreement shall be construed as if jointly
      drafted by Company and Lender.  

     

    8.14  Failure
      or Indulgence Not Waiver.  No failure or delay on the part
      of Lender in the exercise of any power, right or privilege hereunder or under
      any other Loan Document shall impair such power, right or privilege or be
      construed to be a waiver of any default or acquiescence therein, nor shall
      any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or
      privilege.  

     

    8.15  Other»

     

    .  THE
      RIGHTS AND OBLIGATIONS OF COMPANY AND LENDER SHALL BE DETERMINED SOLELY FROM
      THIS WRITTEN LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ANY PRIOR ORAL
      OR
      WRITTEN AGREEMENTS BETWEEN LENDER AND COMPANY CONCERNING THE SUBJECT MATTER
      HEREOF AND OF THE OTHER LOAN DOCUMENTS ARE SUPERSEDED BY AND MERGED INTO THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS. THIS AGREEMENT AND THE OTHER LOAN
      DOCUMENTS MAY NOT BE VARIED BY ANY ORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR
      BEFORE, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF THIS LOAN
      AGREEMENT OR THE LOAN DOCUMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
      DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
      AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
      PARTIES.

     

    8.16  Non-Recourse.  Notwithstanding
      anything contained herein, Company’s liability hereunder shall at all times be
      limited to the Collateral and Company’s direct and indirect ownership and
      interests therein, and in no event shall Company or any other direct or indirect
      partner, member, shareholder, constituent or other beneficial owner of Company
      have any personal liability hereunder or thereunder.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

     

    [SIGNATURES
      APPEAR ON FOLLOWING PAGE]

    


     

    Witness
      the due execution of this Loan Facility Agreement by the respective duly
      authorized officers of the undersigned as of the date first written
      above.

     

    COMPANY:

     

    HINES
      REIT 2007 FACILITY HOLDINGS LLC, a Delaware limited liability
      company

    


    
      	
              By:

            	 


    

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    


    


    


    LENDER:

    


    METROPOLITAN
      LIFE INSURANCE COMPANY, a New York
      corporation

    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    LIST
      OF EXHIBITS AND SCHEDULES

     

    
      	
              Exhibit
                A

            	
              Project
                Review Request Deliveries

            
	
              Exhibit
                B

            	
              Initial
                Company Guaranty

            
	
              Exhibit
                C

            	
              Form
                Company Guaranty

            
	
              Exhibit
                D

            	
              Form
                of Project Loan Documents

            
	
              Exhibit
                E

            	
              Project
                Closing Conditions

            
	
              Schedule
                5.1(A)

            	
              Organizational
                Chart

            
	
              Schedule
                8.4

            	
              Notice
                Addresses

            


    

    


    Schedule
      5.1(A)

     

    Organizational
      Chart

     

    See
      Attached.

     

    Schedule
      8.4

     

    
      	 
	
              If
                to Company:

            	
              Hines
                REIT 2007 Facility Holdings LLC

              2800
                Post Oak Boulevard, Suite 5000

              Houston,
                Texas  77056

              Attention:  Charles
                Hazen

              Facsimile:
                (713) 966-7851

            
	
              copy
                to:

            	
              Hines
                REIT 2007 Facility Holdings LLC

              c/o
                Hines Interests Limited Partnership

              2800
                Post Oak Boulevard, Suite 5000

              Houston,
                Texas 77056

              Attention:
                Jason Maxwell

              Facsimile:
                (713) 966-2075

               

            
	
              copy
                to:

            	
              Baker
                Botts, L.L.P.

              2001
                Ross Avenue

              Suite
                600

              Dallas,
                Texas  75201-2980

              Attention:  Joel
                M. Overton, Jr.

              Facsimile:
                (214) 661-4938

            
	 	 
	 	 
	
              If
                to Lender:

            	
              Metropolitan
                Life Insurance Company

              10
                Park Avenue

              Morristown,
                New Jersey 07962

              Attention:  Senior
                Vice President, Real Estate Investments

              Facsimile:
                (973) 355-4460

               

            
	
              copy
                to:

            	
              Metropolitan
                Life Insurance Company

              125
                S. Wacker

              Chicago,
                Illinois 60606

              Attention:
                Director, Mortgage Portfolio Services

              Facsimile:
                (312) ____-______

            
	 	 
	
              And:

            	
              Katten
                Muchin Rosenman LLP

              525
                West Monroe Street

              Chicago,
                Illinois  60661-3693

              Attention:                                Gregory
                P.L. Pierce, Esq.

              255690-512

              Telecopy:  (312)
                577-8218

            
	 	 


    

    EXHIBIT
      A

    


    Project
      Review Request Deliveries

    


    


    The
      Investment Summary prepared for and submitted to Company’s Investment Committee,
      which shall contain an executive summary of the financing request, an Argus
      report, a rent roll, 10-year projections, a market analysis, sales comparables
      (to the extent available), detailed project description, stacking plan/site
      plan, major tenant detail (to the extent available), rent comparables (to the
      extent available), sources and uses of funds statement, and photos/aerials/maps
      (to the extent available) for the Eligible Project.

    EXHIBIT
      B

    


    


    Initial
      Company Guaranty.

    


    


    See
      Form
      Attached Hereto

    EXHIBIT
      C

    


    Form
      Company Guaranty

    


    


    See
      Form
      Attached Hereto.

    EXHIBIT
      D

    


    Project
      Loan Documents

    EXHIBIT
      E

    


    Project
      Closing Conditions