THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “ Security Instrument ”), is made as of October 26, 2006, by BEHRINGER HARVARD 101 SOUTH TRYON LP , a Delaware limited partnership, having its principal place of business at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, as grantor (“ Borrower ”) to DONALD F. SIMONE, ESQ. , having an address at c/o Thacher Proffitt & Wood LLP, Two World Financial Center, New York, New York 10281, as trustee (“ Trustee ”), for the benefit of CITIGROUP GLOBAL MARKETS REALTY CORP. , a New York corporation, having an address at 388 Greenwich Street, Floor 11, New York, New York 10013, as beneficiary (together with its successors and assigns, hereinafter referred to as “ Lender ”).

Borrower and Lender have entered into a 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 Lender is making a secured loan to Borrower in the maximum principal amount of up to ONE HUNDRED FIFTY-MILLION AND 00/100 DOLLARS ($150,000,000.00) (the “ Loan ”).  Capitalized terms used herein without definition are used as defined in the Loan Agreement.  The Loan is evidenced by a Promissory Note, dated the date hereof, made by Borrower to Lender in such principal amount (as the same may be amended, modified, restated, severed, consolidated, renewed, replaced, or supplemented from time to time, the “ Note ”).

Borrower is the owner of the leasehold and fee simple title to certain parcels of real property (the “ Premises ”) described in Exhibit A attached hereto, and the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and other improvements now or hereafter located thereon (the “ Improvements ”).

To secure the payment of the Note and all sums which may or shall become due thereunder or under any of the other documents evidencing, securing or executed in connection with the Loan (the Note, this Security Instrument, 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), including (i) the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy (whether or not a claim is allowed against Borrower for such interest or other amounts in any such bankruptcy proceeding) or the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code (the “ Bankruptcy Code ”), and (ii) the costs and expenses of enforcing any provision of any Loan Document (all such sums being hereinafter collectively referred to as the “ Debt ”), Borrower has given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned and hypothecated and by these presents does hereby give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate unto Trustee in trust for the benefit of Lender, WITH POWER OF SALE, the Premises and the Improvements and the following:

(i)            all of Borrower’s right, title and interest as tenant and otherwise (the “ Pitts Leasehold Estate ”) under that certain Lease, dated October 18, 1973, between Richard A. Pitts (“ Pitts ”), as lessor, and Independence Square Associates (“ ISA ”), as lessee, a memorandum of which was recorded on June 7, 1978, in the Mecklenburg County Clerk’s Office (the “ Clerk’s Office ”); as assigned by those certain Deed and Assignments

dated June 30, 1978 between ISA, as assignor, and Metropolitan Life Insurance Company (“ Met Life ”), CCA Proeprty Company No. 5, Ltd. (“ CCA ”) and Carlson Properties Inc. (“ Carlson ”), as assignee; as assigned by those certain North Carolina Special Warranty Deeds and Assignments of Leases and Leasehold Estates, dated July 20, 1978 between Met Life, CCA and Carlson, as assignor and Independence Venture, as assignee, as amended by that certain Assignment and Assumption of Ground Leases, dated October 18, 1988, between Independence Venture, as assignor, and LFCI, Inc. (“ LFCI ”), PTCI, Inc. (“ PTCI ”) and S.C.T.F., Inc. (“ SCTF ”), as assignee; as amended by that certain Assignment of Ground Leases, dated December 21, 1998, between LFCI, PTCI and SCTF, as assignor, and HSD/Horton Associates (“ HSD ”), as assignee; as assigned by that certain Assignment of Ground Lease dated May 13, 2004 between HSD, as assignor and Trizec Holdings, LLC, successors in interest to Trizec Holdings, Inc., as assignee, as amended by that certain Assignment and Assumption of Ground Lease, dated as of the date hereof, between Trizec Holdings, LLC, as assignor, and Borrower, as assignee (as the same may hereafter be amended, restated, supplemented, modified, extended or renewed from time to time, the “ Pitts Ground Lease ”);

(ii)           all of Borrower’s right, title and interest as tenant and otherwise (the “ Orr Leasehold Estate ”) under that certain Lease (“ Orr Lease No. 1 ”), dated May 28, 1971, between Orr Corporation (“ Orr ”), as lessor, and North Carolina National Bank (“ NCNB ”), as lessee; as amended by that certain Lease Assignment Agreement, dated September 14, 1973, between NCNB, as assignor, and ISA, as assignee, which was recorded on February 15, 1974, in the Clerk’s Office; and that certain Lease (“ Orr Lease No. 2 ”), dated October 18, 1973, between Orr, as lessor, and ISA, as lessee; Orr Lease No. 1 and Orr Lease No. 2 having been consolidated by that certain Amendment to and Consolidation of Lease Agreements, dated May 25, 1976, between Orr, as lessor, and NCNB and ISA, as lessee, a memorandum of which was recorded on May 26, 1976 in the Clerk’s Office; as amended by that certain Modification of Lease, dated June 30, 1978, between Orr and ISA, which was recorded on June 30, 1978 in the Clerk’s Office; as assigned by those certain Deeds and Assignmetns dated as of June 30, 1978 between ISA, as assignor, and Metropolitan Life Insurance Company (“ Met Life ”), CCA Property Company No. 5, Ltd. (“ CCA ”) and Carlson Properties Inc. (“ Carlson ”), as assignee, as assigned by those certain North Carolina Special Warranty Deeds and Assignments of Leases and Leasehold Estates, each dated as of July 20, 1978 between Met Life, CCA and Carlson, as assignors and Independence Venture, as assignee, as amended by that certain Assignment and Assumption of Ground Leases, dated October 18, 1988, between Independence Venture, as assignor, and LFCI, Inc. (“ LFCI ”) PTCI, Inc. (“ PTCI ”) and S.C.T.F., Inc. (“ SCTF ”), as assignee; as assigned by that certain Assignment of Ground Leases dated December 21, 1998, between LFCI, PTCI and SCTF, as assignor, and HSD/Horton Associates (“ HSD ”), as assignee; as assigned by that certain Assignment of Ground Lease, dated May 13, 2004, between HSD, as assignor, and Trizec Holdings, LLC, successor in interest to Trizec Holdings, Inc., as assignee; as amended by that certain Assignment and Assumption of Ground Lease, dated as of the date hereof, between Trizec Holdings, LLC, as assignor, and Borrower, as assignee (as the same may hereafter be amended, restated, supplemented, modified, extended or renewed from time to time, the “Orr Ground Lease”; the Pitts Ground Lease together with the Orr Ground Lease, hereinafter, individually and collectively as the context may require, the “ Ground Lease ”), demising the Premises;

(iii)          all of Borrower’s interest as owner in fee simple of the Premises; and

(iv)          any and all after-acquired right, title and interest of Borrower, its successors and assigns in and to the Pitts Leasehold Estate, the Orr Leasehold Estate, the Pitts Ground Lease, the Orr Ground Lease or any other portion of the Premises or the Improvements.

TOGETHER WITH:   all right, title, interest and estate of Borrower now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Premises, the Improvements, and the property, rights, interests and estates hereinafter described are collectively referred to herein as the “ Property ”):

(a)           all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, rights to oil, gas, minerals, coal and other substances of any kind or character, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Premises and the Improvements; and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road, highway, alley or avenue, opened, vacated or proposed, in front of or adjoining the Premises, to the center line thereof; and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Borrower of, in and to the Premises and the Improvements; and every part and parcel thereof, with the appurtenances thereto;

(b)           all machinery, furniture, furnishings, equipment, computer software and hardware, fixtures (including all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), inventory, materials, supplies and other articles of personal property and accessions thereof, renewals and replacements thereof and substitutions therefor, and other property of every kind and nature, tangible or intangible, owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Premises or the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Premises and the Improvements (hereinafter collectively referred to as the “ Equipment ”), including any leases of, deposits in connection with, and proceeds of any sale or transfer of any of the foregoing, and the right, title and interest of Borrower in and to any of the Equipment that may be subject to any “security interest” as defined in the Uniform Commercial Code, as in effect in the State where the Property is located (the “ UCC ”), superior in lien to the lien of this Security Instrument;

(c)           all awards or payments, including interest thereon, that may heretofore or hereafter be made with respect to the Premises or the Improvements, whether from the exercise of the right of eminent domain or condemnation (including any transfer made in lieu of or in anticipation of the exercise of such right), or for a change of grade, or for any other injury to or decrease in the value of the Premises or Improvements;

(d)           all leases and other agreements or arrangements heretofore or hereafter entered into providing for the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Premises or the Improvements, including any extensions, renewals, modifications or amendments thereof (hereinafter collectively referred to as the “ Leases ”) and all rents, rent

equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a Bankruptcy Proceeding or in lieu of rent or rent equivalents), royalties (including all oil and gas or other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees (other than fees paid under the Management Agreement and salaries paid to employees) from any and all sources arising from or attributable to the Premises and the Improvements, including all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Premises or the Improvements, or rendering of services by Borrower or any of its agents or employees, and proceeds, if any, from business interruption or other loss of income insurance (hereinafter collectively referred to as the “ Rents ”), together with all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt;

(e)           all proceeds of and any unearned premiums on any insurance policies covering the Property (in the case of a blanket policy of insurance, to the extent allocable to the Property), including the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property;

(f)            the right, in the name and on behalf of Borrower, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Lender in the Property;

(g)           all accounts (including reserve accounts), escrows, documents, instruments, chattel paper, claims, deposits and general intangibles, as the foregoing terms are defined in the UCC, and all franchises, trade names, trademarks, symbols, service marks, books, records, plans, specifications, designs, drawings, surveys, title insurance policies, permits, consents, licenses, management agreements, contract rights (including any contract with any architect or engineer or with any other provider of goods or services for or in connection with any construction, repair or other work upon the Property), approvals, actions, refunds of real estate taxes and assessments (and any other governmental impositions related to the Property) and causes of action that now or hereafter relate to, are derived from or are used in connection with the Property, or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon (hereinafter collectively referred to as the “ Intangibles ”); and

(h)           all proceeds, products, offspring, rents and profits from any of the foregoing, including those from sale, exchange, transfer, collection, loss, damage, disposition, substitution or replacement of any of the foregoing.

Without limiting the generality of any of the foregoing, in the event that a case under the Bankruptcy Code is commenced by or against Borrower, pursuant to Section 552(b)(2) of the Bankruptcy Code, the security interest granted by this Security Instrument shall automatically extend to all Rents acquired by the Borrower after the commencement of the case and shall constitute cash collateral under Section 363(a) of the Bankruptcy Code.

TO HAVE AND TO HOLD the Property unto and to the use and benefit of Lender and its successors and assigns, forever;

PROVIDED, HOWEVER , these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Loan Documents and shall well and truly abide by and comply with each and every covenant and condition set forth in the Loan Documents in a timely manner, these presents and the estate hereby granted shall cease, terminate and be void;

AND Borrower represents and warrants to and covenants and agrees with Lender as follows:

PART I - GENERAL PROVISIONS

1.             Payment of Debt and Incorporation of Covenants Conditions and Agreements .   Borrower shall pay the Debt at the time and in the manner provided in the Loan Documents.  All the covenants, conditions and agreements contained in the Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein.  Without limiting the generality of the foregoing, Borrower (i) agrees to insure, repair, maintain and restore damage to the Property, escrow and pay Taxes and Other Charges, and comply with Legal Requirements, in accordance with the Loan Agreement, and (ii) agrees that the Proceeds of Insurance and Awards for Condemnation shall be settled, held and applied in accordance with the Loan Agreement.

2.             Leases and Rents .

(a)           Borrower does hereby absolutely and unconditionally assign to Lender all of Borrower’s right, title and interest in all current and future Leases and Rents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only.  Such assignment shall not be construed to bind Lender to the performance of any of the covenants or provisions contained in any Lease or otherwise impose any obligation upon Lender.  Nevertheless, subject to the terms of this paragraph, Lender grants to Borrower a revocable license to operate and manage the Property and to collect the Rents subject to the requirements of the Loan Agreement (including the deposit of Rents into the Clearing Account).  Upon an Event of Default, without the need for notice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents in the Clearing Account, the Deposit Account (including all Subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Lender enters upon or takes control of the Property.  Borrower hereby grants and assigns to Lender the right, at its option, upon revocation of the license granted herein, to enter upon the Property in person, by agent or by court-appointed receiver to collect the Rents.  Unless prohibited by applicable law, any Rents collected after the revocation of such license may be applied toward payment of the Debt in such priority and proportions as Lender in its sole discretion shall deem proper.

(b)           Borrower shall not enter into, modify, amend, cancel, terminate or renew any Lease except as provided in Section 5.10 of the Loan Agreement.

3.             Use of Property .   Except as provided in the Loan Agreement, (a) Borrower shall not initiate, join in, acquiesce in or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property; (b) if under applicable zoning provisions the use of the Property is or shall become a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned without the consent of Lender; and (c) Borrower shall not (i) change the use of the Property, or (ii) permit or suffer to occur any waste on or to the Property.

4.             Transfer or Encumbrance of the Property .

(a)           Borrower acknowledges that (i) Lender has examined and relied on the creditworthiness and experience of the principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, (ii) Lender will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for the Debt, and (iii) Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt, Lender can recover the Debt by a sale of the Property.  Borrower shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Property or any part thereof, or suffer or permit any Transfer to occur, other than a Permitted Transfer or as otherwise expressly permitted under the Loan Documents.

(b)           Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Transfer in violation of this Paragraph 4.  This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property (and every other Transfer) regardless of whether voluntary or not.  Any Transfer made in contravention of this Paragraph 4 shall be null and void and of no force and effect, to the fullest extent permitted by law.  Borrower agrees to bear and shall pay or reimburse Lender on demand for all reasonable expenses (including reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any Permitted Transfer.

5.             Changes in Laws Regarding Taxation .   If any law is enacted or adopted or amended after the date of this Security Instrument which deducts the Debt from the value of the Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Lender’s interest in the Property, Borrower will pay such tax, with interest and penalties thereon, if any.  If Lender is advised by its counsel that the payment of such tax or interest and penalties by Borrower would be unlawful, taxable to Lender or unenforceable, or would provide the basis for a defense of usury, then Lender shall have the option, by notice of not less than 90 days, to declare the Debt immediately due and payable.

6.             No Credits on Account of the Debt .   Borrower shall not claim or demand or be entitled to any credit on account of the Debt for any part of the Taxes or Other Charges assessed against the Property, and no deduction shall otherwise be made or claimed from the assessed value of the Property for real estate tax purposes by reason of this Security Instrument or the Debt.  If such claim, credit or deduction shall be required by law, Lender shall have the option, by notice of not less than 90 days, to declare the Debt immediately due and payable.

7.             Further Acts, Etc .   Borrower shall, at its sole cost, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Lender shall, from time to time, require, for the better assuring, conveying, assigning, transferring, and confirming unto Lender the property and rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter so to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Security Instrument, or for filing, registering or recording this Security Instrument or for facilitating the sale and transfer of the Loan and the Loan Documents in connection with a Secondary Market Transaction as described in Section 9.1 of the Loan Agreement.  Upon foreclosure, the appointment of a receiver or any other relevant action, Borrower shall, at its sole cost, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Property.  Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender at law and in equity, including such rights and remedies available to Lender pursuant to this paragraph.  Notwithstanding anything to the contrary in the immediately preceding sentence, Lender shall not execute any document as attorney-in-fact of Borrower unless (x)  Borrower shall have failed or refused to execute the same within five (5) Business Days after Lender’s request therefor, or (y) in Lender’s good faith determination it would be materially prejudiced by the delay involved in making such a request.  Lender shall give prompt notice to Borrower of any exercise of the power of attorney as provided for in this Paragraph 7, along with copies of all documents executed in connection therewith.

8.             Recording of Security Instrument, Etc .   Borrower forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, shall cause this Security Instrument, and any security instrument creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or security interest hereof upon, and the interest of Lender in, the Property.  Borrower shall pay all filing, registration or recording fees, all expenses incident to the preparation, execution and acknowledgment of and all federal, state, county and municipal, taxes, duties, imposts, documentary stamps, assessments and charges arising out of or in connection with the execution and delivery of, this Security Instrument, any Security Instrument supplemental hereto, any security instrument with respect to the Property or any instrument of further assurance, except where prohibited by law so to do.  Borrower shall hold harmless and indemnify Lender, its successors and assigns, against any liability incurred by reason of the imposition of any tax on the making or recording of this Security Instrument.

9.             Right to Cure Defaults .   Upon the occurrence of any Ev