THIS ASSIGNMENT OF LEASES AND RENTS (this “ Assignment ”) dated and effective as of the 26 th  day of October, 2006 made by BEHRINGER HARVARD 101 SOUTH TRYON LP , a Delaware limited partnership, having an office at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001 (“ Assignor ”) to CITIGROUP GLOBAL MARKETS REALTY CORP. , a New York corporation, having an address at 388 Greenwich Street, Floor 11, New York, New York 10013 (together with its successors and assigns, hereinafter referred to as “ Assignee ”).

W I T N E S S E T H :

WHEREAS, Assignor is the (i) owner of a leasehold and fee simple title to that certain parcel of real property (the “ Premises ”) described in Exhibit A attached hereto, together with the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and other improvements now or hereafter located thereon (collectively, the “ Property ”);

WHEREAS, Assignor and Assignee have entered into a certain Loan Agreement dated as of the date hereof (as amended, modified, restated, consolidated or supplemented from time to time, the “ Loan Agreement ”) pursuant to which Assignee has agreed to make a secured loan to Assignor in the maximum principal amount of up to ONE HUNDRED FIFTY-MILLION AND 00/100 DOLLARS ($150,000,000.00) (the “ Loan ”);

WHEREAS, Assignor has executed a note in such principal amount (as the same may be amended, modified, restated, severed, consolidated, renewed, replaced, or supplemented from time to time, the “ Note ”), which is secured by, inter alia , that certain deed of trust, assignment of leases and rents and security agreement (as amended from time to time, the “ Security Instrument ”, the Security Instrument, the Note, this Assignment and the Loan Agreement and such other documents, as any of the same may, from time to time, be modified, amended or supplemented, being hereinafter collectively referred to as the “ Loan Documents ” which Loan Documents are incorporated herein by reference for all purposes) on the Property;

WHEREAS, it is a condition to the obligation of Assignee to make the Loan to Assignor pursuant to the Loan Agreement that Assignor execute and deliver this Assignment; and

WHEREAS, capitalized terms used in this Assignment without definition have the respective meanings assigned to such terms in the Loan Agreement or the Security Instrument, as the case may be, the terms of each of which are specifically incorporated by reference herein.

NOW, THEREFORE, for good and valuable consideration, receipt of which by the parties hereto is hereby acknowledged, and additionally for the purpose of additionally securing the Debt, Assignor hereby assigns, transfers, conveys and sets over unto Assignee, all right, title and interest of Assignor in and to all Leases and all Rents;

TO HAVE AND TO HOLD the same unto Assignee, and its successors and assigns forever, upon the terms and conditions and for the uses hereinafter set forth.

And Assignor hereby further agrees as follows:

1.             Certain Representations, Warranties and Covenants .  Subject to the terms of the Loan Agreement, Assignor represents, warrants and covenants to Assignee that:

(a)           The payment of the Rents to accrue under any Lease will not be waived, released, reduced, discounted or otherwise discharged or compromised by Assignor;

(b)           Assignor has not performed, and will not perform, any acts, and has not executed, and will not execute, any instrument that would prevent Assignee from exercising its rights under this Assignment; and

(c)           Assignor hereby authorizes and directs any tenant under any of the Leases and any successor to all or any part of the interests of any such tenant to pay directly to the Clearing Account, in accordance with the terms of the Loan Agreement, the Rents due and to become due under such tenant’s Lease, and such authorization and direction shall be sufficient warrant to the tenant to make future payments of Rents directly to the Clearing Account in accordance with the terms of the Loan Agreement without the necessity for further consent by Assignor.

2.             Assignment; Deferred Exercise of Rights .

(a)           As part of the consideration for the Debt, Assignor does hereby absolutely and unconditionally assign to Assignee all right, title and interest of Assignor in and to all present and future Leases and Rents, and this Assignment constitutes a present and absolute assignment and is intended to be unconditional and not as an assignment for additional security only.  It is further intended that it not be necessary for Assignee to institute legal proceedings, absent any requirements of law or regulation to the contrary, to enforce the provisions hereof.  Assignor hereby authorizes Assignee or its agents to collect the Rents; provided, however, that prior to an Event of Default, and subject at all times to the requirement that payments and deposits of Rents be made directly to the Clearing Account, Assignor shall have a revocable license, but limited as provided in this Assignment and in any of the other Loan Documents, to otherwise deal with, and enjoy the rights of the lessor under, the Leases.

(b)           Upon the occurrence and during the continuance of an Event of Default, and without the necessity of Assignee entering upon and taking and maintaining full control of the Property in person, by agent or by court-appointed receiver, the license referred to in paragraph (a) above shall immediately be revoked and Assignee shall have the right at its option, to exercise all rights and remedies contained in the Loan Documents, or otherwise available at law or in equity.

3.             Rents Held in Trust by Assignor .  Rents held or received by Assignor shall be held or received by Assignor as trustee for the benefit of Assignee only and shall immediately be deposited directly to the Clearing Account in accordance with the terms of the Loan Agreement.

4.             Effect on Rights Under Other Documents .  Nothing contained in this Assignment and no act done or omitted by Assignee pursuant to the powers and rights granted it

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hereunder shall be deemed to be a waiver by Assignee of its rights and remedies under any of the other Loan Documents, and this Assignment is made and accepted without prejudice to any of the rights and remedies possessed by Assignee under the terms of the other Loan Documents.  The rights of Assignee under the other Loan Documents may be exercised by Assignee either prior to, simultaneously with, or subsequent to any action taken by it hereunder.  This Assignment is intended to be supplementary to and not in substitution for or in derogation of any assignment of rents or grant of a security interest contained in any of the other Loan Documents.

5.             Event of Default . Upon or at any time after the occurrence and during the continuance of an Event of Default, then in addition to and without limiting any of Assignee’s rights and remedies hereunder and under the