ASSIGNMENT OF LEASES AND RENTS [ REGENCY]

Exhibit 10.17

ASSIGNMENT OF LEASES AND RENTS

[ REGENCY]

THIS ASSIGNMENT OF LEASES AND RENTS (this “ Assignment ”) is made this 13 ^th day of February, 2008, by BEHRINGER HARVARD REGENCY LP , a Delaware limited partnership (“ Grantor ”), whose address is 15601 Dallas Parkway, Suite 600, Addison, Texas 75001 Attention: Gerald J. Reihsen, III, and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (in such capacity, together with any successor Administrative Agent hereafter appointed by the Lenders, “ Administrative Agent ”), for and on behalf of the Loan Parties (defined below), whose address is 901 Main Street, 20th Floor, Dallas, Texas 75202 Attn:  Real Estate Loan Administration.

RECITALS

A.            Behringer Harvard Opportunity OP I, LP, a Texas limited partnership (the “ Operating Partnership ”) and certain of its Subsidiaries, including Grantor, (the “ Subsidiary Obligors ”) (the Operating Partnership and Subsidiary Obligors are sometimes referred to herein, collectively, as “ Borrowers ”) may from time to time be indebted to the Loan Parties pursuant to that certain Credit Agreement dated of even date herewith (as modified, amended, renewed, restated or supplemented from time to time, the “ Credit Agreement ”), among Borrowers, L/C Issuer, Swap Bank and the Lenders (herein so called) now or hereafter made a party to the Credit Agreement (Administrative Agent, L/C Issuer, Swap Bank and Lenders, together with their respective successors and assigns, are herein called the “ Loan Parties ”), Grantor and the other Subsidiary Obligors from time to time made a party thereto.  The Credit Agreement evidences, in part, a $75,000,000 loan (with an option to increase the amount of such loan up to $150,000,000 as provided in the Credit Agreement) (the “ Loan ”).

B.            In connection with and pursuant to the terms of the Credit Agreement, Grantor hereby executes and delivers this Assignment to Administrative Agent, for the ratable behalf of the Loan Parties.

AGREEMENT

1.             Definitions .  Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement.

2.             Property .  Grantor is the owner of that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (such real property, together with all improvements now or hereafter situated thereon, and all appurtenances thereto, being hereinafter referred to as the “ Property ”).

3.             Loan Documents . Grantor has executed that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement, Fixture Filing and Financing Statement (the “ Deed of

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Trust ”), of even date herewith (this Assignment, the Credit Agreement, the Deed of Trust, and all instruments and all other documents executed in connection with the Loan are hereinafter referred to collectively as the “ Loan Documents ”).  The terms “Credit Agreement”, “Deed of Trust”, and “Loan Documents” shall be deemed to include any and all modifications, amendments, extensions, renewals and substitutions, supplements or restatements, in whole or in part, thereof.

4.             Assignment .  As an inducement to the Loan Parties to extend certain financial accommodations to Borrowers, Grantor hereby assigns, sells, conveys, and sets over unto Administrative Agent, for the ratable behalf of the Loan Parties, all of Grantor’s right, title, and interest in and to:

(1)           any leases, licenses, concession agreements, franchise and other occupancy agreements and other agreements demising, leasing or granting rights of possession or use or, to the extent of the interest therein of Grantor, any sublease, subsublease or sublicense, which now or hereafter may affect the Property or any part thereof or interest therein, including any agreement relating to a loan or other advance of funds made in connection with any such lease, license, concession agreement, franchise or other occupancy agreement and such sublease, subsublease or sublicense, and every amendment, restatement, supplement consolidation or other modification of or other agreement relating to or entered into in connection with such lease, license, concession agreement, franchise or other occupancy agreement and such sublease, subsublease or sublicense, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, and any guarantees of leasing commissions (collectively, the “ Leases ”); and

(2)           all rents, issues, profits, royalties, receipts, revenues, accounts receivable, security deposits and other deposits (subject to the prior right of Tenants making such deposits) and income, including fixed, additional and percentage rents, occupancy charges, operating expense reimbursements, reimbursements for increases in taxes, sums paid by Tenants to Grantor to reimburse Grantor for amounts originally paid or to be paid by Grantor or its agents or Affiliates for which such Tenants were liable, as, for example, tenant improvements costs in excess of any work letter, lease takeover costs, moving expenses and tax and operating expense pass-throughs for which a Tenant is solely liable, parking, valet, maintenance, common area, tax, insurance, utility and service charges and contributions, proceeds of sale of electricity, gas, heating, air-conditioning and other utilities and services, deficiency rents and liquidated damages, and other benefits (all of the foregoing being hereinafter referred to collectively as the “ Rents ”).

Notwithstanding anything contained herein to the contrary, in no event shall this Assignment be deemed to reduce the Indebtedness by an amount in excess of the actual amount of cash received by Grantor under any Lease, whether before, during or after the occurrence of a Default, and Grantor acknowledges that in no event shall the Indebtedness be reduced by the value from time to time of the Rents of or from the Property.  In addition, Administrative Agent reserves the right,

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at any time, whether before or after the occurrence of a Default, to re-characterize this Assignment as merely constituting security for the indebtedness of Grantor to the Loan Parties, which re-characterization shall be made by written notice delivered to Grantor.  Grantor’s receipt of any rents, issues, and profits pursuant to this assignment after the institution of foreclosure proceedings, either by court action or by the private power of sale contained in the Deed of Trust, shall not cure a Default, or affect such proceedings or sale. THIS ASSIGNMENT SHALL NOT CONSTITUTE OR EVIDENCE ANY PAYMENT WHATSOEVER ON ACCOUNT OF THE INDEBTEDNESS, AND THE INDEBTEDNESS SHALL BE REDUCED BY AMOUNTS COLLECTED BY ADMINISTRATIVE AGENT ONLY IF AND TO THE EXTENT THAT SUCH AMOUNTS ARE ACTUALLY PAID TO ADMINISTRATIVE AGENT, FOR THE RATABLE BENEFIT OF THE LOAN PARTIES, AND APPLIED BY THE LOAN PARTIES IN REDUCTION OF THE UNPAID PRINCIPAL BALANCE OF THE INDEBTEDNESS.

5.             Warranties and Covenants as to Leases .  Grantor represents, warrants, and covenants to Administrative Agent and the Loan Parties that (i) it has delivered to Administrative Agent a true and correct copy of all Leases and each guarantee thereof (if any), affecting any part of the Property, together with an accurate and complete rent roll for the Property, and no such Lease or guarantee contains any option to purchase all or any portion of the Property or any interest therein or contains any right of first refusal relating to any sale of the Property or any portion thereof or interest therein; (ii) it now is (or with respect to Leases not yet in existence, will be immediately upon the execution thereof) the absolute owner of any Leases, with full right and title to assign the same and the Rents due or to become due thereunder; that any existing Leases are valid, in full force and effect, and have not been modified or amended, except as stated herein; (iii) there is no outstanding assignment or pledge of the Leases or of the Rents due or to become due thereunder; and (iv) there are no existing defaults under the terms of the Leases on the part of Grantor or, to the best knowledge of Grantor, any other party thereto.  Grantor also represents, warrants, and covenants that all Tenants under the Leases are paying rent on fully executed Leases.  All future Leases shall be executed on the lease form approved by Administrative Agent in accordance with the Credit Agreement.

6.             Covenant to Defend Actions .    Grantor shall, at Grantor’s sole cost and expense, appear in and defend any action or proceeding arising under, growing out of, or in any manner connected with any Leases or the obligations, duties, or liabilities of the lessor or lessee thereunder, and shall pay all reasonable costs and expenses, including reasonable attorneys’ fees, which Administrative Agent may incur in connection with Administrative Agent’s appearance, voluntary or otherwise, in any such action or proceeding.

7.             Administrative Agent Rights as to Leases and Rents .    This is a current, direct and absolute assignment, and Administrative Agent, on behalf of the Loan Parties, shall have the right, at its option after the occurrence of and during the continuation of a Default, to enter and take possession of the Property and to perform all acts necessary for the operation and maintenance of the Property in the same manner and to the same extent that Grantor might reasonably so act.  In furtherance of the foregoing, and not by way of limitation, Administrative

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Agent is empowered, but shall have no obligation, to collect the Rents accruing under any Lease, to enforce payment thereof and the performance of any and all terms and provisions thereof, to exercise all the rights and privileges of Grantor thereunder, including the right to fix or modify Rents, to demand and sue for possession of the premises covered by any Lease, and to relet such premises and collect the Rents accruing by reason of such reletting.  Administrative Agent shall from time to time apply the net income derived under any Leases, after payment of all proper costs and charges (including any loss or damage of the nature referred to in Section 10 hereof, and including reasonable attorneys’ fees and other costs of colle