Exhibit 10.10


PROMISSORY
NOTE


	
  $26,250,000

  	
  June 6, 2007

  



 


Behringer Harvard
Cordillera, LLC, a Delaware limited liability company (“Borrower”)
FOR VALUE RECEIVED, promises to pay to the order of Behringer Harvard
Opportunity OP I, LP, a Texas limited partnership or its assigns (“Lender”), at such place as Lender may from time to time
designate in writing, the principal sum of Twenty Six Million Two Hundred Fifty
Thousand Dollars ($26,250,000) with interest on the outstanding principal
amount at the rates set forth herein (the “Indebtedness”).


DEFINITIONS


“Business Day” shall mean all days other than Saturday,
Sunday or any other day on which
national banks doing business in Dallas, Texas are not open for business.


“Deed of Trust” shall mean that certain Deed of Trust
executed by Borrower on behalf of Lender and dated of even date herewith.


“Default Interest” shall mean any
interest accruing at the Default Interest Rate and payable pursuant to the
terms hereof or of the Deed of Trust.


“Default Interest Rate” shall mean a
rate of interest per annum equal to the lesser of either (a) thirteen
percent (13%) or (b) the maximum rate of interest which may be collected
from Borrower under applicable law.


“Event of Default” shall mean any one or
more of the following, without limitation as to the others: (i) failure of
Borrower to pay when due any installment of principal or interest due under
this Note, (ii) any assignment for the benefit of creditors by Borrower or
(iii) commencement of any proceeding under the U.S. Bankruptcy Code or any law
of the United States or of any state relating to the insolvency, receivership,
custodianship or debt adjustment by Borrower or the commencement of any such
proceeding against Borrower, or if Borrower admits in writing an inability to
pay debts generally as they become due or becomes insolvent, or if a receiver,
trustee, custodian or liquidator shall be appointed for Borrower or any
substantial part of the Property (as defined in the Deed of Trust).


“Extended Maturity Date” shall mean June
6, 2008, the date which shall be six months after the Maturity Date.


“Interest Rate” shall mean nine percent
(9.0%) per annum.


“LLC Agreement” shall mean that certain
limited liability company agreement of Borrower dated as of May 10, 2007.


“Maturity Date” shall mean December 6,
2007.


“Payment Date” shall mean the
first day of each calendar month, commencing on the date set forth in Section
1.1, and the Maturity Date (or, if any such date is not a Business Day, then
the first Business Day immediately before such date).


“Security Agreement” shall mean that certain
Security Agreement executed by Borrower on behalf of Lender and dated of even
date herewith.



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SECTION
1 - STATED MATURITY; INTEREST AND PRINCIPAL PAYMENTS.


1.1           Payment of Interest.  Commencing on July 1, 2007,
and continuing monthly on the same date of each calendar month thereafter up to
and until the Maturity Date or the Extended Maturity Date, as applicable, an
installment of all accrued and unpaid interest shall be due and payable to
Lender at the Interest Rate or, during any time at which an Event of Default is
continuing at the Default Interest Rate.


1.2           Payments
of Principal.  On the Maturity Date
or the Extended Maturity Date, if such Maturity Date is extended pursuant to
Section 1.3 below, the unpaid principal balance, together with all accrued but
unpaid interest, shall be due and payable in full.


1.3           Payment on Stated Maturity Date.  Any
remaining unpaid Indebtedness shall be due and payable in full at the Maturity
Date provided, however, that Borrower may extend the Maturity Date for one six
month period upon written notice to Lender no less than thirty days prior to
the Maturity Date.


1.4           Computation of Interest.  Interest
under this Note shall be paid as set forth herein  and shall be calculated based on actual days
elapsed and a three hundred sixty (360) day year.


1.5           Method of Payment.  Each payment due hereunder shall
not be deemed received by Lender until received on a Business Day in Federal
funds in lawful money of the United States of America immediately available to
Lender prior to 2:00 p.m. local time at the place then designated by
Lender.  Any payment received on a
Business Day after the time established by the preceding sentence, shall be
deemed to have been received on the immediately following Business Day for all
purposes.


1.6           Application of Payments.  Payments
under this Note shall be applied first to the payment of Default Interest and
other costs and charges due in connection with this Note, as Lender determines
in its sole discretion, then to the payment of accrued but unpaid interest, and
then to reduction of the outstanding principal balance (first to payment of the
current installment and the balance in inverse order of maturity whether or not
then due).  No principal amount repaid
may be reborrowed.  All amounts due under
this Note shall be payable without setoff, counterclaim or any other deduction
whatsoever.


1.7           Prepayment.  The Indebtedness evidenced by this
Note may be prepaid in whole or in part at any time without penalty.


1.8           No
Usury.  Borrower and Lender intend at
all times to comply with applicable state law or applicable United States
federal law.  If the applicable law
(state or federal) is every judicially interpreted so as to render usurious any
amount called for under the Note or contracted for, charged, taken, reserved or
received with respect to the Indebtedness or if 
Lender’s exercise of the option to accelerate the maturity of the Loan
or any prepayment by Borrower results in Borrower having paid any interest in
excess of that permitted by applicable law, then it is Borrower’s and Lender’s
express intent that all excess amounts theretofore collected by Lender shall be
credited against the unpaid principal and all other Indebtedness.  All sums paid or agreed to be paid to Lender,
to the extent permitted by applicable law, shall (i) characterize any
non-principal payment as an expense, fee, charge or premium rather than as
interest (ii) exclude voluntary pre-payments and the effects thereof, (iii)
amortize, prorate, allocate and spread the total amount of interest through the
full stated term of the Indebtedness so that the rate or amount of interest on
account of the Indebtedness does not exceed the maximum lawful rate from time
to time in effect and applicable to the Indebtedness as long as the
Indebtedness is outstanding.  Lender
agrees that it will not charge or collect unearned interest in excess of the
maximum amount permitted by applicable law in the event that the maturity of
the Loan is accelerated or the Loan is prepaid or required to be prepaid.



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SECTION 2 - DEFAULT; REMEDIES


2.1           Acceleration.  Lender may, by notice to Borrower at any time
during the existence of an Event of Default, declare immediately due and
payable the entire principal amount outstanding hereunder together with all
interest and other charges due hereunder including, without limitation, all
Default Interest.


2.2           Default
Interest Rate  After an Event of
Default, the Default Interest Rate shall apply, in place of the Interest Rate,
to all amounts outstanding under the Loan. 
Such Default Interest shall be compounded on the monthly anniversary of
such Event of Default until paid in full.


2.3           Remedies.  The remedies of Lender as provided herein, or
in the Deed of Trust, or at law or in equity shall be cumulative and
concurrent, and may be pursued singly, successively, or together at the sole
discretion of Lender, and may be exercised as often as occasion therefor shall
occur.  The failure at any time to exercise
any right or remedy shall not constitute a waiver of the right to exercise the
right or remedy at any other time.


SECTION 3 - SECURITY


Borrower’s
obligations under this Note are secured by the Deed of Trust and the Security
Agreement.  The covenants of the Deed of
Trust are incorporated by reference into this Note.


SECTION 4 - WAIVER


Presentment for
payment, demand, notice of dishonor, protest, and notice of protest, stay of
execution and all other defenses to payment generally are hereby waived by Borrower.  No extension or indulgence or release of
collateral granted from time to time shall be construed as a novation of this
Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver
of the rights of Lender herein.


SECTION 5 - EXCULPATION


5.1           Lender
Exculpation.  Notwithstanding
anything to the contrary contained in this Note, neither Lender nor any present
or future shareholder, director, officer or partner of Lender or of any entity
which is now or hereafter a shareholder, director, officer or partner of Lender
(or of any entity which is now or hereafter a shareholder, director, officer or
partner of a shareholder, director, officer or partner of Lender) shall have
any personal liability, directly or indirectly, under or in connection with
this Note or any agreement made or entered into under or in connection with the
provisions of this Note, or any amendment or amendments to any of the foregoing
made at any time or times, heretofore or hereafter, and Borrower hereby forever
and irrevocably waives and releases any and all such personal liability.  In addition, neither Lender nor any successor
or assign of Lender shall have at any time or times hereafter any personal
liability, directly or indirectly, under or in connection with or secured by
any agreement, lease, instrument, encumbrance, claim or right affecting or
relating to the Property or to which the Property is now or hereafter
subject.  The limitation of liability
provided in this paragraph is in addition to, and not in limitation of, any
limitation on liability applicable to Lender provided by law or by any other
contract, agreement or instrument.


5.2           Borrower
Exculpation.  The personal liability
of Borrower to pay the amounts due under the Note shall be limited to Borrower’s
interest in the Collateral (as defined in the Security Agreement), the
Mortgaged Property (as defined in the Deed of Trust) and in any other
collateral given to Lender as security for the Indebtedness.



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SECTION 6 - GOVERNING LAW;
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; SEVERABILITY


6.1           Governing
Law.  This Note shall be governed by,
and construed in accordance with, the substantive law of the State of Colorado.


6.2           SUBMISSION TO JURISDICTION/SERVICE OF PROCESS.  BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE STATE COURTS OF THE STATE OF COLORADO.  FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF OR BASED UPON THIS NOTE, THE SUBJECT MATTER HEREOF,
OR THE LOAN. BORROWER TO THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY
WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE,
IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS
ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURTS,
THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT
THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS  NOTE, THE SUBJECT MATTER HEREOF, OR THE OTHER
LOAN (AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY
WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY A
LENDER IN STATE COURT TO FEDERAL COURT, OR TO REMAND AN ACTION INSTITUTED IN
FEDERAL COURT TO STATE COURT (UNLESS THE FEDERAL COURT HAS NO SUBJECT MATTER
JURISDICTION.  BORROWER HEREBY CONSENTS
TO SERVICE OF PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN
TO IT PURSUANT TO SECTION 7 HEREOF. 
BORROWER AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO
SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LENDER.  FINAL JUDGMENT AGAINST BORROWER IN ANY SUCH
ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY
OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED
OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE
AMOUNT OF INDEBTEDNESS OR LIABILITY OF BORROWER THEREIN DESCRIBED, OR (Y) IN
ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER
JURISDICTION, PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS
OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST BORROWER OR
ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY
COUNTRY OR PLACE WHERE THE SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.


6.3           Waiver
of Jury Trial.  BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT BORROWER MAY
HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH
THIS NOTE OR THE DEED OF TRUST, OR ANY OTHER STATEMENTS OR ACTIONS OF THE
LENDER.  BORROWER ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT FOR THE LENDER TO DISBURSE THE MONEY EVIDENCED
BY THIS NOTE.


6.4           Severability.  If any provision of this Note is held to be
invalid or unenforceable by a court of competent jurisdiction, the other provisions
of this Note shall remain in full force and effect, and shall be liberally
construed in favor of Lender.



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SECTION 7 - NOTICES


7.1           Notices.  All notices, demands and other communications
(“Notice”) under or concerning this
Agreement shall be in writing.  Each
notice shall be addressed to the intended recipient at its address set forth in
the LLC Agreement and shall be deemed given on the earliest to occur of (1) the
date when the notice is received by the addressee; (2) the first (1st) Business
Day after the notice is delivered to a recognized overnight courier service,
with arrangements made for payment of charges for next Business Day delivery;
or (3) the third Business Day after the notice is deposited in the United
States mail with postage prepaid, certified mail, return receipt requested.


7.2           Any
party to this Agreement may change the address to which notices intended for it
are to be directed by means of notice given to the other party in accordance
with this Section 7.  Any notice under
the Note and or Deed of Trust which does not specify how notices are to be
given shall be given in accordance with this Section 7.


SECTION 8 - MISCELLANEOUS


8.1           Costs.  If, and as often as, this Note is referred to
an attorney for the collection of any sum payable hereunder, or to defend or
enforce any of Lender’s rights hereunder, or to commence an action,
cross-claim, third-party claim or counterclaim by Lender against Borrower
relating to this Note, Borrower agrees to pay to Lender all costs incurred in
connection therewith including reasonable attorney’s fees (including such fees
incurred in appellate, bankruptcy or insolvency proceedings), with or without
the institution of any action or proceeding, and in addition all costs,
disbursements and allowances provided by law.


8.2           Modification.  Neither this Note nor any of the terms hereof
may be terminated, amended, supplemented, waived or modified orally, but only
by an instrument in writing executed by the party against which enforcement of
the termination, amendment, supplement, waiver or modification is sought.


8.3           Successors.  As used herein, the terms “Borrower” and “Lender”
shall be deemed to include their respective successors and assigns whether by
voluntary action of the parties or by operation of law.  All of the rights, privileges and obligations
hereof shall inure to the benefit of and bind such successors and assigns.


8.4           No
Waiver.  No failure or delay by
Lender in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  Without limiting the foregoing, no
disbursement by Lender after a default by Borrower hereunder shall constitute a
waiver of any of the Lender’s remedies established or referred to hereunder or
shall obligate Lender to make any further disbursement.  No waiver, consent or approval of any kind by
Lender shall be effective unless (and it shall be effective only to the extent)
expressly set out in a writing signed and delivered by Lender.  No notice to or demand on Borrower in any
case shall entitle Borrower to any other notice or demand in similar or other
circumstances, nor shall such notice or demand constitute a waiver of the
rights of Lender to any other or further actions.  In its sole discretion, Lender may, at any
time and from time to time, waive any one or more of the requirements contained
herein, but such waiver in any instance or under any particular circumstances
shall not be considered a waiver of such requirement or requirements in any
other instance or under any other circumstance.


8.5           Sole
and Absolute Discretion.  Any option,
consent, approval, discretion or similar right of Lender set forth in this Note
may be exercised by Lender in its sole and absolute discretion, unless the



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provisions of this Note specifically require such option, consent,
approval, discretion or similar right to be exercised in Lender’s reasonable
discretion.


[Signature follows on next page.]



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IN WITNESS
WHEREOF, the undersigned has duly executed and delivered this Note as of the
date first set forth above.


	
   

  	
  BORROWER

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD CORDILLERA, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President