exv10w17






Exhibit 10.17




	 	 	 	 	 	 	 

	PREPARED BY:

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	Anderson, McCoy & Orta, P.C.

	 	 	)	 	 	 
	100 N. Broadway, Suite 2600

	 	 	)	 	 	 
	Oklahoma City, Oklahoma 73102

	 	 	)	 	 	 
	Attn: Mike Anderson

	 	 	)	 	 	 
	Loan No. 70-0400857

	 	 	)	 	 	 






NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS:




1) YOUR SOCIAL SECURITY NUMBER, OR

2) YOUR DRIVER’S LICENSE NUMBER.




ASSUMPTION AGREEMENT





     This Assumption Agreement (“Assumption
Agreement”) is made this 25th of February,
2011, by U.S. Bank National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2006-HQ8 (“Noteholder”), AmREIT Lake Houston, LP, a
Texas limited partnership (“Borrower”), AmReit Monthly Income & Growth Fund, Ltd., a Texas limited
partnership (“Original Guarantor”), AmREIT Market at Lake Houston, LP, a Texas limited partnership
(“Assumptor”), and AmREIT, Inc., a Maryland corporation (“New Guarantor”).



RECITALS





	A.	 	Noteholder’s predecessor in interest, Morgan Stanley Mortgage Capital Inc., a New York
corporation (“Original Lender”), made a loan to Borrower in the original principal amount of
Fifteen Million Six Hundred Seventy-Five Thousand and no/100 Dollars ($15,675,000.00)
(“Loan”), under the terms and provisions set forth in the following loan documents, all of
which are dated as of December 12, 2005, unless otherwise noted:






	 	1.	 	Promissory. Note (“Note”) in the original principal amount of the Loan, made by
Borrower and payable to Original Lender;






	 	2.	 	Deed of Trust and Security Agreement executed by Borrower to Warren F. Miller,
as trustee, for the benefit of Original Lender which secures the Note and other
obligations of Borrower (“Security Instrument”), and which Security Instrument was
recorded on December 12, 2005, as Document No. Y958208 with the Harris County Clerk,
State of Texas (“Official Records”), the Original Lender’s interest under which was
assigned to Noteholder by instrument recorded on May 31, 2006, as Document No. Z335216,
in the Official Records. The land, improvements and other real property which are
subject to the Security Instrument are hereinafter referred to as the “Property” and
the equipment, machinery and other personal property which are subject to the Security
Instrument are hereinafter referred to as the “Collateral”;




 









 












	 	3.	 	Assignment of Leases and Rents executed by Borrower, which was recorded on
December 12, 2005, as Document No. Y958210, with the Official Records, the Original
Lender’s interest under which was assigned to Noteholder by instrument recorded on May
31, 2006, as Document No. X335216 in the Official Records;






	 	4.	 	Guaranty of Recourse Obligations executed by Original Guarantor (“Guaranty”);






	 	5.	 	Environmental Indemnity Agreement executed by Borrower and Original Guarantor
(“Environmental Agreement”);






	 	6.	 	Conditional Assignment of Management Agreement, executed by Borrower and AmREIT
Realty Investment Corporation, a Texas corporation;






	 	7.	 	Reserve and Security Agreement executed by Borrower (“Reserve and Security
Agreement”);






	 	8.	 	Restricted Account Agreement executed by Borrower, Wells Fargo Bank, N.A.
(“Restricted Account Bank”) and Original Lender (“Restricted Account Agreement”);






	 	9.	 	Cash Management Agreement executed by Borrower, Original Lender and Manager;






	 	10.	 	UCC-1 Financing Statement filed on December 12, 2005, as Document No. Y958211
with the Official Records (“County UCC”); and






	 	11.	 	UCC-1 Financing Statement filed on December 19, 2005, as Instrument
50038570068, with the Texas Secretary of State (“State UCC”).
	 
	 	 	 	The above documents and any other loan documents executed by Borrower, including, in
each case, any prior amendments thereto, together with this Assumption Agreement are
hereinafter collectively defined as the “Loan Documents”,






	B.	 	As of February 18, 2011:
	 
	 	 	The principal balance outstanding under the Note was $15,675,000.00;






	 	1.	 	Accrued interest on the Note has been paid through January 31, 2011;






	 	2.	 	The balance in the tax escrow reserve (as defined in Section 3.4 of the
Security Instrument) was $203,832.12;






	 	3.	 	The balance in the insurance escrow reserve (as defined in Section 3.3 of the
Security Instrument) was $-0-;






	 	4.	 	The balance in the replacement reserve (as defined in the Reserve and Security
Agreement) was $-0-; and




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	 	5.	 	The balance in the tenant improvement and leasing commission escrow reserve (as
defined in the Reserve and Security Agreement) was $-0-.






	C.	 	Borrower has sold and conveyed the Property and the Collateral to Assumptor, or is about to
sell and convey the Property and the Collateral to Assumptor, and both parties desire to
obtain from Noteholder a waiver of any right Noteholder may have under the Loan Documents to
accelerate the Maturity Date of the Note by virtue of such conveyance.






	D.	 	Subject to the terms and conditions hereof, Noteholder is willing to consent to the sale and
conveyance of the Property and the Collateral, and to waive any right of acceleration of the
Maturity Date of the Note upon assumption by Assumptor of all obligations of Borrower under
the Loan Documents.





NOW THEREFORE, FOR VALUABLE CONSIDERATION, including, without limitation, the mutual covenants and
promises contained herein, the parties agree as follows:





	 	1.	 	Incorporation. The foregoing recitals are incorporated herein by this
reference.






	 	2.	 	Assumption Fee. As consideration for Noteholder’s execution of this Assumption
Agreement and in addition to any other sums due hereunder, Borrower and Assumptor agree
to pay Noteholder or Noteholder’s servicer(s) (all as set forth in the escrow
instructions to be executed in connection with the closing of this assumption) an
assumption fee of $25,000.00, due on execution of this Assumption Agreement by
Noteholder.






	 	3.	 	Conditions Precedent. The following are conditions precedent to Noteholder’s
obligations under this Assumption Agreement:






	 	a.	 	The irrevocable commitment of Fidelity National Title Insurance
Company (“Title Company”) to issue CLTA 110.5, CLTA 104.8 and CLTA 111.4 (or
equivalent) endorsements to Title Company’s Title Policy dated December 12,
2005 (“Existing Title Policy”), in each case in form and substance acceptable
to Noteholder and without deletions or exceptions other than as expressly
approved by Noteholder in writing, or the irrevocable commitment of a title
company approved by Noteholder to issue a new policy identical to Existing
Title Policy, insuring Noteholder that the priority and validity of the
Security Instrument has not been and will not be impaired by this Assumption
Agreement, the conveyance of the Property, or the transaction contemplated
hereby;






	 	b.	 	Receipt and approval by Noteholder of: (i) the executed
original of this Assumption Agreement; (ii) an executed original of a
Memorandum of Assumption Agreement in the form attached hereto as EXHIBIT
A and otherwise in form and substance acceptable to Noteholder (“Memorandum
of Assumption Agreement”); and (iii) any other documents and agreements which
are required pursuant to this Assumption Agreement, in form and content
acceptable to Noteholder;




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	 	c.	 	Recordation in the Official Records of the Memorandum of
Assumption Agreement, together with such other documents and agreements, if
any, required pursuant to this Assumption Agreement or which Noteholder has
requested to be recorded or filed;






	 	d.	 	Delivery to Noteholder of UCC-1 Financing Statements in proper
form for filing in the appropriate jurisdictions as determined by Noteholder,
which Assumptor expressly authorizes Noteholder to file;






	 	e.	 	Execution and delivery to Noteholder by New Guarantor of a
Guaranty of Recourse Obligations (“New Guaranty”) in favor of Noteholder and in
form and substance acceptable to Noteholder, pursuant to which New Guarantor
irrevocably guarantees payment for certain matters under the Note as more
specifically set forth in the New Guaranty;






	 	f.	 	Execution and delivery to Noteholder by Assumptor and New
Guarantor of Environmental Indemnity Agreement (“New Environmental Agreement”)
in favor of Noteholder and in form and substance acceptable to Noteholder;






	 	g.	 	Delivery to Noteholder of the organizational documents and
evidence of good standing of Assumptor, its constituent parties, and of New
Guarantor, together with such resolutions or certificates as Noteholder may
require, in form and content acceptable to Noteholder, authorizing the
assumption of the Loan and executed by the appropriate persons and/or entities
on behalf of Assumptor and New Guarantor;






	 	h.	 	The representations and warranties contained herein are true
and correct;






	 	i.	 	Receipt by Noteholder of certificates of insurance evidencing
Assumptor’s casualty insurance policy (ACORD 27) and comprehensive liability
insurance policy (ACORD 25) with respect to the Property, each in form and
amount satisfactory to Noteholder, with the annual premium for same to be paid
at closing;






	 	j.	 	Receipt by Noteholder of a copy of the special warranty deed by
which title to the Property will be conveyed to Assumptor, and the purchase and
sale agreement documenting the sale of the Property to Assumptor;






	 	k.	 	Receipt by Noteholder of an executed assignment of the
purchaser’s interest in the purchase and sale agreement for the Property from
the purchaser named therein to Assumptor;






	 	l.	 	Receipt by Noteholder of an executed Form W-9 for Assumptor;






	 	m.	 	Receipt by Noteholder of a copy of the new property management
agreement for the Property in form and substance, and with a manager,




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	 	 	 	acceptable to Noteholder, along with an executed assignment of management
agreement acceptable to Noteholder;






	 	n.	 	Noteholder shall have received such opinions of counsel as may
be required by Noteholder’s counsel or the Loan Documents, addressed to
Noteholder with respect to the enforceability, due execution and compliance of
this Assumption Agreement, the transfer to Assumptor, and the transactions
referenced herein with the provisions of the Internal Revenue Code as the same
pertain to real estate mortgage investment conduits;






	 	o.	 	Noteholder shall have received opinions of counsel to Assumptor
and Guarantor opining with respect to (i) the validity and enforceability of
this Assumption Agreement and the terms and provisions hereof, and any other
agreement ,executed in connection with the transactions contemplated hereby,
(ii) the authority of the Assumptor and New Guarantor (and any constituents
thereof), to execute and deliver this Assumption Agreement and perform their
obligations under the Note and other Loan Documents, and (iii) such other
matters as reasonably requested by the Noteholder;






	 	p.	 	Payment of the assumption fee provided for in Section 2 above;






	 	q.	 	Borrower’s or Assumptor’s reimbursement to Noteholder of
Noteholder’s costs and expenses incurred in connection with this Assumption
Agreement and the transactions contemplated hereby, including, without
limitation, title insurance costs, escrow and recording fees, attorneys’ fees,
appraisal, engineers’ and inspection fees and documentation costs and charges,
whether such services are furnished by Noteholder’s employees, agents or
independent contractors; and,






	 	r.	 	Receipt of a current site inspection shall be to Noteholder to
its satisfactory review.






	 	4.	 	Effective Date. The effective date of this Assumption Agreement shall
be the date the Memorandum of Assumption Agreement is recorded in the Official Records
(“Effective Date”).






	 	5.	 	Assumption. Assumptor hereby assumes and agrees to pay when due all
sums due or to become due or owing under the Note, the Security Instrument and the
other Loan Documents and shall hereafter faithfully perform all of Borrower’s
obligations under and be bound by all of the provisions of the Loan Documents and
assumes all liabilities of Borrower under the Loan Documents as if Assumptor were an
original signatory thereto. The execution of this Assumption Agreement by Assumptor
shall be deemed its execution of the Note, the Security Instrument and the other Loan
Documents.




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	 	6.	 	Partial Release of Borrower; Release of Noteholder. Noteholder hereby
releases (on the Effective Date) Borrower from liability under the Loan Documents other
than this Assumption Agreement; provided however, that the parties hereby acknowledge
and agree that Borrower is expressly not released from and nothing contained herein is
intended to limit, impair, terminate or revoke, any of Borrower’s obligations with
respect to the matters set forth in Article 11 of the Note, to the extent the same
arise out of or in connection with any act or omission occurring on or before the
Effective Date (the “Retained Obligations”), and that such obligations shall continue
in full force and effect in accordance with the terms and provisions thereof and
hereof. Borrower’s obligations under the Loan Documents with respect to the Retained
Obligations shall not be discharged or reduced by any extension, amendment, renewal or
modification to, the Note, the Security Instrument or any other Loan Documents,
including, without limitation, changes to the terms of repayment thereof,
modifications, extensions or renewals of repayment dates, releases or subordinations of
security in whole or in part, changes in the interest rate or advances of additional
funds by Noteholder in its discretion for purposes related to those set forth in the
Loan Documents. Each of Borrower, Original Guarantor, Assumptor and New Guarantor
hereby fully releases (on the Effective Date) Noteholder and any servicer(s) of the
Loan from any liability of any kind arising out of or in connection with the Loan or
the Loan Documents other than this Assumption Agreement. Each of Borrower, Original
Guarantor, Assumptor and New Guarantor after consultation with its respective attorney,
hereby expressly waives the benefits of the provisions of applicable law, if any, which
provides to the effect that:






	 	 	 	“A general release does not extend to claims which the
creditor does not know or suspect to exist in his or her
favor at the time of executing the release which, if known
by him or her, must have materially affected his or her
settlement with the debtor.”






	 	 	 	From time to time without first requiring performance on the part of Assumptor,
Noteholder may look to and require performance by Borrower of all Retained
Obligations. Borrower waives all presentments, demands for performance, notices of
nonperformance, protests, notices of protest and notices of dishonor of all or any
part of the indebtedness now existing or hereafter arising under the Loan Documents.
	 
	 	7.	 	Confirmation of Guaranty; Partial Release of Original Guarantor.
Nothing contained herein is intended to limit, impair, terminate or revoke Original
Guarantor’s obligations under the Guaranty to the extent the same arise out of or in
connection with any act or omission occurring on or before the Effective Date and such
obligations shall continue in full force and effect in accordance with the terms and
provisions of the Guaranty; provided, however, Noteholder hereby releases Original
Guarantor from its obligations under the Guaranty to the extent





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	 	 	 	the same arise out of or in connection with any act or omission occurring after the
Effective Date.






	 	8.	 	Representations and Warranties.






	 	a.	 	Assignment. Borrower and Assumptor each hereby
represents and warrants to Noteholder that Borrower has irrevocably and
unconditionally transferred and assigned to Assumptor all of Borrower’s right,
title and interest in and to:






	 	i.	 	The Property and the Collateral;






	 	ii.	 	The Loan Documents;






	 	iii.	 	All leases related to the Property or the
Collateral;






	 	iv.	 	All rights as named insured under all casualty
and liability insurance policies (and all endorsements in connection
therewith) relating to the Property or the Collateral (unless, but only
to the extent that, Assumptor is obtaining its own such insurance
policies);






	 	v.	 	All reciprocal easement agreements, operating
agreements, and declarations of conditions, covenants and restrictions
related to the Property;






	 	vi.	 	All prepaid rents and security deposits, if
any, held by Borrower in connection with leases of any part of the
Property or the Collateral; and






	 	vii.	 	All funds, if any, deposited in impound
accounts held by or for the benefit of Noteholder pursuant to the terms
of the Loan Documents.






	 	 	 	Borrower and Assumptor each hereby further represents and warrants to
Noteholder that no consent to the transfer of the Property and the
Collateral to Assumptor is required under any agreement to which Borrower or
Assumptor is a party, including, without limitation, under any lease,
operating agreement, mortgage or security instrument (other than the Loan
Documents), or if such consent is required, that the parties have obtained
all such consents.
	 
	 	b.	 	No Defaults. Assumptor and Borrower each hereby
represents and warrants, to the best of its respective knowledge, that no
default, event of default, breach or failure of condition has occurred, or
would exist with notice or the lapse of time or both, under any of the Loan
Documents, as modified by this Assumption Agreement, and all representations
and





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	 	 	 	warranties herein and in the other Loan Documents are true and correct in
all material respects.






	 	c.	 	Loan Documents. Assumptor represents and warrants to
Noteholder that Assumptor has actual knowledge of all terms and conditions of
the Loan Documents, and agrees that Noteholder has no obligation or duty to
provide any information to Assumptor regarding the terms and conditions of the
Loan Documents. Assumptor further agrees that all representations, agreements
and warranties in the Loan Documents regarding Borrower, its status, authority,
financial condition and business shall apply to Assumptor as well as to
Borrower, as though Assumptor were the borrower originally named in the Loan
Documents. Assumptor further understands and acknowledges that, except as
expressly provided in a writing executed by Noteholder, Noteholder has not
waived any right of Noteholder or obligation of Borrower or Assumptor under the
Loan Documents and Noteholder has not agreed to any modification of any
provision of any Loan Document or to any extension of the Loan.






	 	d.	 	Financial Statements. Assumptor represents and warrants
to Noteholder that the financial statements of Assumptor, of each general
partner and of each New Guarantor, if any, previously delivered by Borrower,
Assumptor or any of such parties to Noteholder: (i) are materially complete and
correct; (ii) present fairly the financial condition of each of such parties;
and (iii) have been prepared in accordance with generally accepted accounting
principles consistently applied or other accounting standards approved by
Noteholder. Assumptor further represents and warrants to Noteholder that, since
the date of such financial statements, there has been no material adverse
change in the financial condition of any of such parties, nor have any assets
or properties reflected on such financial statements been sold, transferred,
assigned, mortgaged, pledged or encumbered except as previously disclosed in
writing by Assumptor to Noteholder and approved in writing by Noteholder.






	 	e.	 	Reports. Assumptor represents and warrants to
Noteholder that, to the best of its knowledge, all reports, documents,
instruments and information delivered to Noteholder in connection with
Assumptor’s assumption of the Loan: (i) are correct and sufficiently complete
to give Noteholder accurate knowledge of their subject matter; and (ii) do not
contain any misrepresentation of a material fact or omission of a material fact
which omission makes the provided information misleading.






	 	f.	 	Assumptor Location. Assumptor represents and warrants
that its chief executive office (or principal residence, if applicable) is
located at the following address: 8 Greenway Plaza, Suite 1000, Houston, TX
77046. Assumptor represents and warrants that its state of formation is Texas.
All organizational documents of Assumptor delivered to Noteholder are complete
and accurate in every respect. Assumptor’s legal name is exactly





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	 	 	 	as shown on page one of this Assumption Agreement. Assumptor shall not
change Assumptor’s name or, as applicable, Assumptor’s chief executive
office, Assumptor’s principal residence or the jurisdiction in which
Assumptor is organized, without giving Noteholder at least 30 days’ prior
written notice.






	 	g.	 	No Adverse Change. Assumptor and New Guarantor
represent and warrant to Noteholder that since the date of the financial
statements for Assumptor and New Guarantor submitted by Assumptor in connection
with its application to assume the Loan, there has occurred no material adverse
change in the financial condition of Assumptor or New Guarantor.






	 	h.	 	No Pledge of Equity Interests. Assumptor and New
Guarantor represent and warrant to Noteholder that no equity interest in
Assumptor has been pledged, hypothecated or otherwise encumbered as security
for any obligation, and that no portion of the capital contributed to
Assumptor, directly or indirectly, in connection with Assumptor’s acquisition
of the Property consists of borrowed funds.






	 	i.	 	Embargoed Person. Assumptor and New Guarantor represent
and warrant that none of the funds or other assets of Assumptor or New
Guarantor constitute property of, or are beneficially owned, directly or
indirectly, by any person, entity or government subject to trade restrictions
under U.S. law, including but not limited to, the USA PATRIOT Act (including
the anti-terrorism provisions thereof), the International Economic Powers Act,
50 U.S.C. §§ 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1
et. seq., and any Executive Orders or regulations promulgated thereunder,
including those related to Specially Designated Nationals and Specially
Designated Global Terrorists (“Embargoed Person”) and further warrant and
represent that no Embargoed Person has any interest of any nature whatsoever in
Assumptor or New Guarantor with the result that the investment in Assumptor
(whether directly or indirectly) is prohibited by law. Notwithstanding the
aforementioned, Assumptor and New Guarantor shall have no duty to investigate
or confirm that any shareholders of New Guarantor are in compliance with the
foregoing and any violations by such shareholders shall not be a breach
hereunder.






	 	j.	 	Section 1031 of the Internal Revenue Code. Assumptor
and New Guarantor informed Noteholder that Assumptor is acquiring the Property
and assuming the Loan as part of a transaction which Assumptor and New
Guarantor anticipate will comply with the provisions of Section 1031 of the
Internal Revenue Code allowing the deferment of any taxable gain or loss as the
exchange of like kind property. Assumptor and New Guarantor acknowledge that
they have not relied on any advice, representations or statements of Noteholder
or Wells Fargo Bank National Association, or their respective employees or
agents concerning the tax, legal or investment consequences of Assumptor’s
acquisition of the Property and





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	 	 	 	the assumption of the Loan, including, without limiting the generality of
the foregoing, whether the acquisition of the Property and assumption of the
Loan will Comply with the requirements of Section 1031 of the Internal
Revenue Code or whether the Assumptor’s and New Guarantor’s investment in
the Property is suitable, but instead Assumptor and New Guarantor have
obtained such tax, legal and investment advice as to the effect of
Assumptor’s acquisition of the Property and assumption of the Loan from
their own legal and other financial advisors.






	 	9.	 	Waiver of Acceleration. Noteholder hereby consents to the sale and
conveyance of the Property and Collateral and agrees that it shall not exercise its
right to cause all sums secured by the Security Instrument to become immediately due
and payable because of the conveyance of the Property and the Collateral from Borrower
to Assumptor; provided, however, Noteholder reserves its right under the terms of the
Security Instrument or any other Loan Document to accelerate all principal and interest
in the event of any subsequent sale, transfer, encumbrance or other conveyance of the
Property, the Collateral or any interest in Assumptor, except as permitted by the Loan
Documents.






	 	10.	 	Hazardous Materials. Without in any way limiting any other provision of
this Assumption Agreement, Assumptor and Borrower expressly reaffirm as of the date
hereof, and Assumptor reaffirms continuing hereafter: (a) each and every representation
and warranty in the Loan Documents respecting “Hazardous Materials”; and (b) each and
every covenant and indemnity in the Loan Documents respecting “Hazardous Materials”.






	 	11.	 	Multiple Parties. If more than one person or entity has signed this
Assumption Agreement as Assumptor or Borrower, then all references in this Assumption
Agreement to Assumptor or Borrower shall mean each and all of the persons so signing,
as applicable. The liability of all persons and entities signing shall be joint and
several with all others similarly liable.






	 	12.	 	Confirmation of Security Interest. Nothing contained herein shall
affect or be construed to affect any lien, charge or encumbrance created by any Loan
Document or the priority of that lien, charge or encumbrance. All assignments and
transfers by Borrower to Assumptor are subject to any security interest(s) held by
Noteholder.






	 	13.	 	Notices. All notices to be given to Assumptor pursuant to the Loan
Documents shall be addressed as follows:





 

AmREIT Market at Lake Houston, LP

8 Greenway Plaza, Suite 1000

Houston, TX 77046

Attn: Chad Braun

Telephone: 713-860-4924

Telecopy: 713-850-0498



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	 	14.	 	Integration; Interpretation. The Loan Documents, including this
Assumption Agreement, contain or expressly incorporate by reference the entire
agreement of the parties with respect to the matters contemplated herein and supersede
all prior negotiations. The Loan Documents shall not be modified except by written
instrument executed by Noteholder and Assumptor. Any reference in any of the Loan
Documents to the property or the Collateral shall include all or any parts of the
Property or the Collateral.






	 	15.	 	Successors and Assigns. This Assumption Agreement is binding upon and
shall inure to the benefit of the heirs, successors and assigns of the parties but
subject to all prohibitions of transfers contained in any Loan Document.






	 	16.	 	Attorneys’ Fees; Enforcement. If any attorney is engaged by Noteholder
to enforce, construe or defend any provision of this Assumption Agreement, or as a
consequence of any default under or breach of this Assumption Agreement, with or
without the filing of any legal action or proceeding, Assumptor shall pay to
Noteholder, upon demand, the amount of all attorneys’ fees and costs reasonably
incurred by Noteholder in connection therewith, together with interest thereon from the
date of such demand at the rate of interest applicable to the principal balance of the
Note as specified therein.






	 	17.	 	Two-Time Right of Transfer of Property. The parties acknowledge that
Article 8 (section 8.4) of the Security Instrument provides that Noteholder shall, two
times only, consent to the voluntary, sale or exchange of all of the Property, all
subject, however, to the terms and conditions set forth therein. The parties agree that
this Assumption Agreement and the actions to be taken as contemplated herein shall
constitute one such consent.






	 	18.	 	Miscellaneous.






	 	a.	 	This Assumption Agreement shall be governed and interpreted in
accordance with the laws of the jurisdiction(s) specified in the other Loan
Documents as governing the other Loan Documents. In any action brought or
arising out of this Assumption Agreement, Borrower and Assumptor, and general
partners, members and joint venturers of them, hereby consent to the
jurisdiction of any state or federal court having proper venue as specified in
the other Loan Documents and also consent to the service of process by any
means authorized by the law of such jurisdiction(s). Except as expressly
provided otherwise herein, all terms used herein shall have the meaning given
to them in the Loan Documents. Time is of the essence of each term of the Loan
Documents, including this Assumption Agreement. If any provision of this
Assumption Agreement or any of the other Loan Documents shall be determined by
a court of competent jurisdiction to be invalid, illegal or unenforceable, that
portion shall be deemed severed therefrom and the remaining parts shall remain
in full force as though the invalid, illegal, or unenforceable portion had not
been a part thereof.




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	 	b.	 	Notwithstanding anything to the contrary herein, this Agreement
is subject to the provisions of Section Article 11 of the Note as if such
provisions were set forth at length herein.






	 	19.	 	Counterparts. This Assumption Agreement may be executed in any number
of counterparts, each of which when executed and delivered will be deemed an original
and all of which taken together will be deemed to be one and the same instrument.






	 	20.	 	Restricted Account Agreement. The Restricted Account Agreement is modified as
follows:






	 	i.	 	The defined terms “Bank”, “Noteholder” and
“Borrower” as used in the Restricted Account Agreement shall refer to
the Restricted Account Bank, the Noteholder and the Assumptor,
respectively as those terms are defined herein.






	 	ii.	 	Section 3 of the Restricted Account Agreement
is modified by deleting the third sentence thereof and substituting the
following: “The Restricted Account shall be assigned the federal tax
identification number of Assumptor, which is 27-4534898.”






	 	iii.	 	Borrower’s addresses for notices set forth in
the Restricted Account Agreement are deleted and the notice addresses
for Assumptor and Noteholder set forth herein are substituted therefor.






	 	 	 	Restricted Account Bank confirmed its agreement to the foregoing modifications to
the Restricted Account Agreement by separate letter agreement for the benefit of
Borrower, Assumptor and Noteholder.





IN ACCORDANCE WITH SECTION 26,02 OF THE BUSINESS AND COMMERCE CODE, THE PARTIES ACKNOWLEDGE THAT
THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT 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.




[SIGNATURE PAGES FOLLOW]




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     IN WITNESS WHEREOF, Noteholder, Assumptor, New Guarantor, Borrower, and Original Guarantor
have caused this Assumption Agreement to be duly executed as of the date first above written.



	 	 	 	 	 
	 	NOTEHOLDER: 




U.S. Bank National Association, as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006- HQ8

 	 


	 	 	 	 	 
	 	By:  	 Wells Fargo Bank, National Association, as
 	 
	 	 	Master Servicer under the Pooling and Servicing 	 
	 	 	Agreement dated as of March 1, 2006, by and
among Morgan Stanley Capital Inc., Wells Fargo
Bank, National  Association, J. E. Robert
Company Inc., U.S. Bank National Association and
Bank of America, as successor by merger to
Lasalle Bank National Association 	 



	 	 	 	 	 
	 	    By:  	/s/
Wayne Ventus, Jr. 	 
	 	 	Name:  Wayne Ventus, Jr.	 
	 	 	Title:  Assistant Vice
President	 



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	 	 	ASSUMPTOR: 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AmREIT Market at Lake Houston, LP, a Texas limited

partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	AmREIT Market at Lake Houston GP, LLC, a Texas

limited liability company, its general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	    /s/ Chad Braun
 

Name: Chad Braun 

Title: Vice President
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEW GUARANTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AmREIT, Inc., a Maryland corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	    /s/ Chad Braun
	 	 	 	 	 
	 	 	 	 	Name: Chad Braun
	 	 	 	 	Title: Vice President






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	 	BORROWER:




AmREIT Lake Houston, LP, a Texas limited partnership

 	 
	 	By:  	/s/
Chad C. Braun 	 
	 	 	Name:  	Chad C. Braun 	 
	 	 	Title:  	Vice President 	 
	 
	 	ORIGINAL GUARANTOR:




AmREIT Monthly Income & Growth Fund, Ltd., a Texas

limited partnership

 	 
	 	By:  	/s/
Chad C. Braun 	 
	 	 	Name:  	Chad C. Braun 	 
	 	 	Title:  	Vice President 	 



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