Exhibit 10.2


 


Loan No. V  
59941


 


PROMISSORY
NOTE


	
  $67,125,000.00

  	
  October 30, 2006

  



 


FOR VALUE RECEIVED,
BEHRINGER HARVARD THREE PARKWAY, LLC, a
Delaware limited liability company, as maker, having its principal place of
business c/o Behringer Harvard Funds, 15601 Dallas Parkway, Suite 600, Addison,
Texas 75001 (“Borrower”), hereby unconditionally
promises to pay to the order of JPMORGAN
CHASE BANK, N.A., a banking
association chartered under the laws of the United States of America,
having an office at 270 Park Avenue, New York, New York 10017 (“Lender”), or at such other place as the holder hereof may
from time to time designate in writhing, the principal sum of Sixty-Seven
Million One Hundred Twenty-Five Thousand and No/100 Dollars ($67,125,000), in
lawful money of the United States of America with interest thereon to be
computed from the date of this Note at the Interest Rate, and to be paid in
accordance with the terms of this Note and that certain Loan Agreement, dated
the date hereof, between Borrower and Lender (as the same may hereafter be
amended, restated, replaced, supplemented, renewed, extended or otherwise
modified from time to time, the “Loan Agreement”).  All capitalized terms not defined herein
shall have the respective meanings set forth in the Loan Agreement.


ARTICLE 1

PAYMENT TERMS


Borrower agrees to pay
the principal sum of this Note and interest on the unpaid principal sum of this
Note from time to time outstanding at the rates and at the times specified in
Article 2 of the Loan Agreement and the outstanding balance of the principal
sum of this Note and all accrued and unpaid interest thereon shall be due and
payable on the Maturity Date.


ARTICLE 2

DEFAULT AND ACCELERATION


Except as otherwise
provided in the Loan Agreement, the Debt shall without notice become
immediately due and payable at the option of Lender if any payment required in
this Note is not paid on or prior to the date when due or if not paid on the
Maturity Date or on the happening of any other Event of Default.


ARTICLE 3

LOAN DOCUMENTS


This Note is secured by
the Mortgage and the other Loan Documents. 
All of the terms, covenants and conditions contained in the Loan
Agreement, the Mortgage and the other Loan Documents are hereby made part of
this Note to the same extent and with the same force as if they were fully set
forth herein.  In the event of a conflict
or inconsistency between the terms of this Note and the Loan Agreement, the
terms and provisions of the Loan Agreement shall govern.










 



ARTICLE 4

SAVINGS CLAUSE


Notwithstanding anything
to the contrary, (a) all agreements and communications between Borrower
and Lender are hereby and shall automatically be limited so that, after taking
into account all amounts deemed interest, the interest contracted for, charged
or received by Lender shall never exceed the Maximum Legal Rate, (b) in
calculating whether any interest exceeds the Maximum Legal Rate, all such
interest shall be amortized, prorated, allocated and spread over the full
amount and term of all principal indebtedness of Borrower to Lender and
(c) if through any contingency or event Lender receives or is deemed to
receive interest in excess of the Maximum Legal Rate, any such excess shall be
deemed to have been applied toward payment of the principal of any and all then
outstanding indebtedness of Borrower to Lender.


ARTICLE 5

NO ORAL CHANGE


This Note may not be
modified, amended, waived, extended, changed, discharged or terminated orally
or by any act or failure to act on the part of Borrower or Lender, but only by
an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.


ARTICLE 6

WAIVERS


Borrower and all others
who may become liable for the payment of all or any part of the Debt do hereby
severally waive presentment and demand for payment, notice of dishonor, notice
of intention to accelerate, notice of acceleration, protest and notice of
protest and non-payment and all other notices of any kind, except for such
notices as are expressly provided for in any Loan Document.  No release of any security for the Debt or
extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of this Note, the Loan
Agreement or the other Loan Documents made by agreement between Lender or any
other Person shall release, modify, amend, waive, extend, change, discharge,
terminate or affect the liability of Borrower, and any other Person who may
become liable for the payment of all or any part of the Debt, under this Note,
the Loan Agreement or the other Loan Documents, except as may be expressly
provided in such release, alteration, amendment or waiver.  No notice to or demand on Borrower shall be
deemed to be a waiver of the obligation of Borrower or of the right of Lender
to take further action without further notice or demand as provided for in this
Note, the Loan Agreement or the other Loan Documents.  If Borrower is a partnership, the agreements
herein contained shall remain in force and be applicable, notwithstanding any
changes in the individuals or entities comprising the partnership, and the term
“Borrower,” as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability. 
If Borrower is a corporation, the agreements contained herein shall
remain in full force and be applicable notwithstanding any changes in the
shareholders comprising, or the officers and directors relating to, the
corporation, and the term “Borrower” as used herein, shall include any
alternative or successor corporation, but any predecessor corporation shall not
be relieved of liability hereunder.  If
any Borrower is a limited liability company, the agreements herein 



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contained shall remain in
force and be applicable, notwithstanding any changes in the members comprising
the limited liability company, and the term “Borrower” as used herein, shall
include any alternate or successor limited liability company, but any
predecessor limited liability company shall not thereby be released from any
liability.  (Nothing in the foregoing
sentence shall be construed as a consent to, or a waiver of, any prohibition or
restriction on transfers of interests in such partnership, corporation or
limited liability company which may be set forth in the Loan Agreement, the
Mortgage or any other Loan Document.)


ARTICLE 7

TRANSFER


Upon the transfer of this
Note, Borrower hereby waiving prior notice of any such transfer, Lender may
deliver all the collateral mortgaged, granted, pledged or assigned pursuant to
the Loan Documents, or any part thereof, to the transferee who shall thereupon
become vested with all the rights herein or under applicable law given to
Lender with respect thereto, and Lender shall thereafter forever be relieved
and fully discharged from any liability or responsibility in the matter; but
Lender shall retain all rights hereby given to it with respect to any
liabilities and the collateral not so transferred.


ARTICLE 8

EXCULPATION


The provisions of
Section 9.3 of the Loan Agreement are hereby incorporated by reference
into this Note to the same extent and with the same force as if fully set forth
herein.


ARTICLE 9

GOVERNING LAW


This Note shall be
governed by and construed in accordance with the laws of the state in which the
Property is located (without regard to any conflict of laws or principles) and
the applicable laws of the United States of America.


ARTICLE 10

NOTICES


All notices or other
written communications hereunder shall be delivered in accordance with
Section 10.6 of the Loan Agreement.


ARTICLE 11

JOINT AND SEVERAL


If more than one Person
has executed this Note as “Borrower”, the obligations of all such Persons
hereunder shall be joint and several except as set forth in the Loan Documents.



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IN WITNESS WHEREOF,
Borrower has duly executed this Note as of the day and year first above
written.


	
   

  	
  BEHRINGER HARVARD THREE PARKWAY,

  LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Gerald J. Reihsen, III

  
	
   

  	
  Title: Secretary