Exhibit 10.92


 




 





CONTRIBUTION
AGREEMENT


 


BETWEEN


 


FRISCO
SQUARE LAND, LTD.,

a Texas limited partnership,


 


FRISCO
SQUARE PROPERTIES, LTD.,

a Texas limited partnership,


 


FRISCO
SQUARE B1-6, F1-11, LTD.,

a Texas limited partnership,


 


AND
FRISCO SQUARE B1-7, F1-10, LTD.,

a Texas limited partnership


 


AS
TRANSFERORS


 


 


AND


 


 


BEHRINGER
HARVARD FRISCO SQUARE LP,

a Delaware limited partnership


 


AS
TRANSFEREE


 


 


As
of August 3, 2007




 





 

















 


CONTRIBUTION AGREEMENT


 


THIS CONTRIBUTION AGREEMENT
(the “Agreement”) is made to be effective as of this 3rd day
of August 2007, by and between FRISCO SQUARE LAND, LTD., a Texas limited
partnership, FRISCO SQUARE PROPERTIES, LTD., a Texas limited partnership,
FRISCO SQUARE B1-6, F1-11, LTD., a Texas limited partnership, and FRISCO SQUARE
B1-7, F1-10, LTD., a Texas limited partnership (collectively “Transferor”),
and BEHRINGER HARVARD FRISCO SQUARE LP, a Delaware limited partnership (“Transferee”).


 


WITNESSETH:


 


ARTICLE 1


 


CONTRIBUTION
AND CONVEYANCE


 


1.1           Agreement of
Contribution and Conveyance. Subject to the terms and conditions
hereinafter set forth, Transferor agrees to contribute and convey or cause its
affiliates to contribute and convey and Transferee or its subsidiary or
subsidiaries agree to accept and acquire the following:


 


(a)           those certain tracts or
parcels of land situated in Collin County, Texas, consisting in the aggregate
of approximately 41.5097 acres being a portion of the proposed development
commonly known as Frisco Square, more particularly described by metes and bounds
on Exhibits A-1, A-2, A-3 and A-4 attached
hereto and made a part hereof, together with all and singular the rights and
appurtenances pertaining to such property, including any right, title and
interest of Transferor in and to adjacent streets, alleys or rights-of-way (the
property described in clause (a) of this Section 1.1 being herein referred to
collectively as the “Land”);


 


(b)           the buildings and other
improvements on the Land, including specifically, without limitation, those
certain office buildings containing approximately 43,456 square feet of space,
approximately 114 multifamily units and approximately 57,000 square feet of
retail space and related facilities located thereon (the property described in
clause (b) of this Section 1.1 being herein referred to collectively as the “Improvements”);


 


(c)           the personal property
owned by Transferor and located upon the Land or within the Improvements,
including specifically, without limitation, heating, ventilation and air
conditioning systems and equipment, appliances, furniture, carpeting, draperies
and curtains, tools and supplies, and other items of personal property owned by
Transferor and used in connection with the operation of the Land and the
Improvements (the property described in clause (c) of this Section 1.1 being
herein referred to collectively as the “Personal Property”);


 


(d)           all of Transferor’s
right, title and interest in all oral or written agreements pursuant to which
any portion of the Land or Improvements is used or occupied by anyone other
than Transferor (the property described in clause (d) of this Section 1.1 being
herein referred to collectively as the “Leases”); and


 


(e)           all of Transferor’s
right, title and interest in and to (i) all assignable contracts and
agreements relating to the development, construction, upkeep, repair,
maintenance or operation of the Land, Improvements or Personal Property listed
on Exhibit B attached hereto (collectively, the “Operating
Agreements”); (ii) all warranties and guaranties (express or implied)
issued to Transferor in connection with the Improvements or the Personal
Property; (iii) all assignable entitlements, zoning 


 


1

















 


letters, variances, site or plan approvals,
licenses, permits, certificates of occupancy and other consents or approvals
from governmental authorities or private parties which relate to the Land,
Improvements, or Personal Property; (iv) all other assignable intangible
property associated with the use or operation of the Land, Improvements or
Personal Property, including specifically, without limitation, the use of any
and all trade names or logos used by Transferor in the operation of the Land,
Improvements or Personal Property; and (v) all of Transferor’s right, title and
interest in or to all plans, specifications, drawings, reports, studies, books,
records and other documents pertaining to the Land, Improvements or Personal
Property including, but not limited to, architectural, engineering and CAD
drawings (the property described in this Section 1.1(e) being sometimes herein
referred to collectively as the “Intangibles”).


 


1.2           Property Defined.
The Land, the Improvements, the Personal Property, the Leases and the
Intangibles are hereinafter sometimes referred to collectively as the “Property.”


 


1.3           Permitted Exceptions.
The Property shall be conveyed subject to the matters which are deemed to be
Permitted Exceptions pursuant to Section 2.3 hereof and listed on Exhibit C
attached hereto (herein referred to collectively as the “Permitted
Exceptions”).


 


1.4           Consideration. In
consideration for Transferor’s capital contribution of the Property to
Transferee:


 


(a)           Transferee shall issue
to Transferor partnership interests in Transferee pursuant to that certain
Agreement of Limited Partnership of Behringer Harvard Frisco Square LP executed
of even date herewith by and between Behringer Harvard Frisco Square GP, LLC,
as general partner, and Behringer Harvard Frisco Square Investor, LLC and
Transferor, as limited partners (the “Partnership Agreement”);


 


(b)           Transferee shall
assume, be liable for, agree to pay, and indemnify Transferor and its
affiliates to the extent that Transferor and its affiliates incur any loss,
cost, expense or other obligation for the payment of each of the debts, liabilities,
payables and other obligations expressly set forth on Exhibit D-1
attached hereto (the “Liabilities”); and


 


(c)           Transferee and
Transferor hereby agree that the gross fair market value of the Property is
equal to $67,788,446, the Liabilities are equal to $29,949,666, and the fair
market value of the capital contributed by Transferor to Transferee is equal to
$6,642,575, which capital contributed shall be allocated among the entities
constituting the Transferor as set forth on Exhibit D-2, and
Transferor’s initial capital account in Transferee will be equal to such
amount.


 


ARTICLE 2


 


TITLE AND
SURVEY


 


2.1           Title Insurance. Chicago
Title Insurance Company (the “Title Company”) located at 2001 Bryan
Street, Suite 1750, Dallas, Texas 75201 (Attn: Ted Darby) has issued to
Transferee one or more pro forma Owner’s Policy(ies) of Title Insurance in form
satisfactory to Transferee (one or each, a “Pro Forma Policy”).


 


2.2           Survey. Transferor
has, at Transferor’s expense, furnished to Transferee one or more current
ALTA/ASCM Survey(s) (each, a “Survey”) of the Property in form
acceptable to Transferee, containing the certification by surveyor in the form
of Exhibit E attached hereto 
and in form sufficient for Title Company to delete the general survey
exception under the Pro Forma Policy. Unless otherwise agreed by Transferor and



 


2

















 


Transferee, the metes and
bounds description contained in the Survey(s) shall be the legal description
employed in the documents of conveyance of the Property.


 


2.3           Obligation to Cure
Liens. Transferor shall cause Title Company to and hereby authorizes Title
Company to apply such portion Transferor funds at Closing as may be necessary
to discharge of record those certain mechanics’ or materialmen’s liens or
mortgages, deeds of trust or other instruments creating a lien for borrowed
money against all or any part of the Property not included within the
Liabilities (the “Rejected Liabilities”).


 


2.4           Owner’s Policy of
Title Insurance. Title Company has agreed to (and Transferor will cause
Title Company to) issue, promptly upon return of all recorded instruments
delivered in connection with the Closing (including, without limitation, those
instruments recorded to release the Rejected Liabilities), to Transferee an
Owner’s Policy of Title Insurance (the “Title Policy”) in form identical
to the Pro Forma Policy (except as revised to reflect recording information for
said recorded instruments of Closing).


 


ARTICLE 3


 


FINANCIAL
REPORTING


 


3.1           Financial Reporting.
Transferee has advised Transferor that
Transferee, at its sole cost and expense, must cause to be prepared up to three
(3) years of audited financial statements in respect of the Property in
compliance with the policies of Transferee and certain laws and regulations,
including, without limitation, Securities and Exchange Commission Regulation
S-X, Rule 3-14. Transferor agrees to use reasonable efforts to cooperate with
Transferee’s auditors in the preparation of such audited financial statements
(it being understood and agreed that the foregoing covenant shall survive the
Closing). Without limiting the generality of the preceding sentence (a)
Transferor shall, during normal business hours, allow Transferee’s auditors
reasonable access to such books and records maintained by Transferor (and
Transferor’s manager of the Property) in respect of the Property as necessary
to prepare such audited financial statements; (b) Transferor shall use
reasonable efforts to provide to Transferee such financial information and
supporting documentation that are in Transferor’s (or an affiliate of
Transferor’s) possession or reasonable control, 
as are necessary for Transferee’s auditors to prepare audited financial
statements; (c) Transferor will make available for interview by Transferee and
Transferee’s auditors the manager of the Property or other agents or
representatives of Transferor responsible for the day-to-day operation of the
Property and the keeping of the books and records in respect of the operation
of the Property; and (d) if Transferor has audited financial statements with
respect to the Property, Transferor shall promptly provide Transferee’s
auditors with a copy of such audited financial statements. If after the Closing
Date Transferor obtains an audited financial statement in respect of the
Property for a fiscal period prior to the Closing Date that was not completed
as of the Closing Date, then Transferor shall promptly provide Transferee with
a copy of such audited financial statement, and the foregoing covenant shall
survive Closing. Transferee agrees to indemnify and hold Transferor
harmless of and from any claim for physical damages or physical injuries
arising from Transferee’s inspection of the Property, and notwithstanding
anything to the contrary in this Agreement, such obligation to indemnify shall
survive Closing.


 


ARTICLE 4


 


CLOSING


 


4.1           Time and Place. Closing
of the transaction contemplated hereby (“Closing”) shall be held at the
offices of the Title Company on August 3, 2007 (the “Closing Date”)
unless otherwise mutually agreed by Transferor and Transferee. At Closing,
Transferor and Transferee shall execute and deliver the Partnership Agreement
and that certain Supplement to Contribution Agreement (the “Supplement”) by and
between 


 


3

















 


Transferee and Frisco Square
B1-6, F1-11, Ltd., a Texas limited partnership (which obligations shall survive
Closing). At Closing, Transferor and Transferee shall perform the obligations
set forth in, respectively, Section 4.2 and Section 4.3, the performance of
which obligations shall be concurrent conditions.


 


4.2           Transferor’s
Obligations at Closing. At Closing, Transferor or its affiliate or, as
applicable, each constituent entity thereof shall:


 


(a)           deliver to Transferee
or its designated subsidiary one or more Special Warranty Deed(s) (the “Deeds”)
in the form of Exhibit F attached hereto and made a part hereof,
executed and acknowledged by Transferor and in recordable form, conveying the
Land and Improvements to Transferee, subject only to the Permitted Exceptions;


 


(b)           deliver to Transferee
or its designated subsidiary one or more Bills of Sale (the “Bills of Sale”)
in the form of Exhibit G attached hereto and made a part hereof,
executed and acknowledged by Transferor or its applicable affiliates;


 


(c)           join with Transferee or
its designated subsidiary in the execution and acknowledgment of one or more
Assignment and Assumption of Contracts (the “Assignments of Contracts”)
in the form of Exhibit H attached hereto and made a part hereof;


 


(d)           join with Transferee in
the execution of a letter to each tenant of the Property in the applicable
forms (as to residential, office or retail tenants) of Exhibit I
attached hereto and made a part hereof;


 


(e)           deliver to Transferee
or its designated subsidiary one or more FIRPTA Affidavits in the form of Exhibit J
attached hereto and made a part hereof, duly executed by Transferor or its
applicable affiliates;


 


(f)            deliver to Transferee
one or more current rent rolls for the Property consistent with the List of
Leases (as hereinafter defined) certified by Transferor or its applicable
affiliates to be true and correct as of the Closing Date;


 


(g)           deliver to Transferee
an estoppel certificate in a form acceptable to Transferee executed by the City
of Frisco (the “City Estoppel”);


 


(h)           deliver to Transferee
such evidence as Transferee’s counsel and/or the Title Company may reasonably
require as to the authority of the person or persons executing documents on
behalf of Transferor;


 


(i)            deliver to Transferee
or its designee or property manager original Leases, original Operating
Agreements and all other documents described in Section 1.1 hereof;


 


(j)            deliver to Transferee
possession and occupancy of the Property, subject to the Permitted Exceptions
(including, without limitation, rights of tenants under Leases);


 


(k)           deliver to Transferee
or its designee or property manager  all
available keys or access cards used with respect to the Property in Transferor’s
possession;


 


(l)            cause to be delivered
to Transferee the Title Policy pursuant to Section 2.5 hereof;


 


(m)          join with Transferee in
the execution of any applicable release, modification and/or 


 


4

















 


assignment and assumption agreements and
related documentation (the “Assumption Documents”) relating to the
Liabilities, in form acceptable to Transferee, Transferor and the applicable
lender or lienholder or like party under the Liabilities and enter into all
necessary documents to obtain a full release of any debt existing with respect
to the Property made by Citibank;


 


(n)           join with Transferee in
the execution of that certain escrow agreement for funds to be used in
connection with the capital repairs required under Section 4.5 below (the “Capital
Repair Escrow Agreement”); and


 


(o)           join with Transferee
such that (i) Transferor and Transferee shall issue at Closing joint written
instructions directing the Title Company to disburse directly to LandAmerica
Wilson Title Company, 1700 Redbud, Suite 300, McKinney, Texas 75069 (“LandAmerica”)
the sum set forth in the Supplement as allocable to “Tract B1-10 and Tract F1-9”
(the “Parking Lot Purchase Price”) and such other amounts as set forth
in the Supplement, said Parking Lot Purchase Price and such other amounts as
set forth in the Supplement to be held in escrow by LandAmerica pending and
utilized solely in connection with the closing under that certain Earnest Money
Contract, by and between Frisco Square B1-6, F1-11, Ltd. and the City of Frisco
(the “Parking Lot Contract”) related to real property and as more
particularly addressed in the Supplement and (ii) Transferor and Transferee
shall enter into the Capital Repair Escrow Agreement and direct Title Company
to hold in escrow the amount set forth in Section 4.5 below pursuant to that
agreement.


 


4.3           Transferee’s
Obligations at Closing. At Closing, Transferee shall:


 


(a)           join with Transferor
such that (i) Transferor and Transferee shall issue at Closing joint written
instructions directing the Title Company to disburse directly to LandAmerica
Wilson Title Company, 1700 Redbud, Suite 300, McKinney, Texas 75069 (“LandAmerica”)
the sum set forth in the Supplement as allocable to “Tract B1-10 and Tract F1-9”
(the “Parking Lot Purchase Price”) and such other amounts as set forth
in the Supplement, said Parking Lot Purchase Price and such other amounts as
set forth in the Supplement to be held in escrow by LandAmerica pending and
utilized solely in connection with the closing under that certain Earnest Money
Contract, by and between Frisco Square B1-6, F1-11, Ltd. and the City of Frisco
(the “Parking Lot Contract”) related to real property and as more
particularly addressed in the Supplement and (ii) Transferor and Transferee
shall enter into the Capital Repair Escrow Agreement and direct Title Company
to hold in escrow the amount set forth in Section 4.5 below pursuant to that
agreement;


 


(b)           join with or, if
applicable, cause an affiliate of Transferee to join with Transferor in
execution of the instruments described in Sections 4.2(c), 4.2(d), 4.2(m) and
4.2(n) above;


 


(c)           deliver to Title
Company such funds and documentation as are necessary to comply with Transferee’s
obligations under Section 2.3 of this Agreement; and


 


(d)           deliver to Transferor
such evidence as Transferor’s counsel and/or the Title Company may reasonably
require as to the authority of the person or persons executing documents on
behalf of Transferee.


 


4.4           Credits and
Prorations. The following provisions shall govern the apportionment of
income and expenses at Closing with respect to the Property between Transferor
and Transferee:


 


(a)           Real estate taxes and
assessments and personal property taxes with respect to the Property shall be
prorated between Transferor and Transferee at Closing. If the Closing shall
occur before the amount of taxes is fixed, the apportionment of taxes shall be
made based upon one hundred 


 


5

















 


percent (100%) of the tax rate for the
preceding year, applied to the latest assessed valuation of the Property. Upon
receipt of the actual tax bill for the Property, the proration of taxes made at
Closing shall be subject to adjustment pursuant to Section 4.4(g) below.


 


(b)           Expenses under the
Operating Agreements shall be prorated between Transferor and Transferee at
Closing.


 


(c)           Transferor shall
arrange for final meter readings on all utilities at the Property to be taken
on the day preceding Closing. Transferor shall be responsible for the payment
of utilities used through the day preceding the Closing Date and Transferee
shall be responsible for the payment of utilities used on or after the Closing
Date as established by final meter readings on all utilities at the Property. With
respect to any utility for which there is no meter, the expenses for such
utility shall be prorated between Transferor and Transferee at Closing based
upon the most current bill for such utility. Any deposits for utilities shall
inure to the benefit of and be deemed assigned to Transferee, with an
appropriate credit to Transferor. Transferor and Transferee shall reasonably
cooperate to cause the timely transfer of utility company accounts from
Transferor to Transferee.


 


(d)           Basic rents (“Basic
Rent”) and additional rent relating to escalation and pass-throughs of
operating and other similar expenses (including, without limitation, real
estate tax contributions) (“Additional Rent”) shall be prorated between
Transferor and Transferee based upon Basic Rent and Additional Rent actually
collected as of the day prior to the Closing Date. All prepaid Basic Rent,
Additional Rent and other income from the Property shall be credited to
Transferee at Closing, to the extent same is attributable to a period of time
on or after the date of Closing. With respect to Additional Rent which is paid
based upon an estimate, with an end-of-year accounting and adjustment, after
Closing Transferor and Transferee shall make any adjustments to the proration
of such items made at Closing promptly following such time as the final tax and
operating expenses numbers become available and such end-of-year accountings
are completed. Any Additional Rent which may be due Transferor as a result of
such re-prorations shall be promptly paid by Transferee to Transferor if and
when such Additional Rent is collected by Transferee.


 


(e)           Basic Rent and
Additional Rent which is delinquent and remains uncollected as of the day prior
to Closing shall not be prorated between Transferor and Transferee at Closing. At
Closing, Transferor shall furnish to Transferee a schedule of delinquent Basic
Rent and Additional Rent due under the Leases. Transferee shall pay Transferor’s
prorata share of any delinquent Basic Rent and Additional Rent if and when
collected by Transferee; provided, however, that Transferee shall have no
obligation to collect or pursue the collection of same except that Transferee
shall or shall cause its property manager to bill tenants for Base Rent and
Additional Rent delinquent as of Closing in the ordinary course of business. It
is understood and agreed that any Basic Rent or Additional Rent collected by
Transferee after Closing shall be applied first to currently due Basic Rent and
Additional Rent , with the remainder applicable next to pre-Closing periods. Transferee,
shall hold all landlord’s liens in the entireties thereof to enforce the
payment of rentals to which Transferee is entitled, and Transferor shall be
deemed to have transferred to Transferee all of such landlord’s liens.


 


(f)            All security deposits
and other deposits payable to tenants under the Leases shall be credited to
Transferee at Closing.


 


(g)           Transferor and
Transferee acknowledge that new bank accounts for the Transferee will not be
set up as of Closing, and Transferor agrees to maintain its existing accounts
with respect to any and all income or funds received by Transferor in
connection with the Property and such funds shall be deposited in the existing
accounts, and at such time as Transferee establishes the new bank 


 


6

















 


accounts and Transferee will give notice of
same to Transferor. Transferee and Transferor will determine the amount of
funds owed to Transferor on and after the Closing Date, and Transferor shall
provide funds in that amount to Transferee. This obligation will survive
Closing.


 


(h)           The prorations
described in this Section 4.4 shall be made as of 12:01 a.m. on the Closing
Date, as if Transferee were vested with title to the Property during the entire
day upon which Closing occurs. Transferor and Transferee agree to adjust
between themselves after Closing any errors or omissions in the prorations made
at Closing; provided, however, that such prorations shall be deemed final and
not subject to further post Closing adjustments if no such adjustments have
been requested within one (1) year after the Closing Date.


 


4.5           Escrow for Capital
Needs. Transferor shall place into escrow at Closing pursuant to the
Capital Repair Escrow Agreement funds in the amount of $490,000 to be held
until Transferor has completed the capital repairs set forth on Schedule 4.5
attached hereto (the “Repairs”). Such funds will be released as and when
Transferor completes each Repair to Transferee’s reasonable satisfaction and
provides sufficient evidence of the costs of completion per the Capital Repair
Escrow Agreement. Pond Robinson shall inspect the Property ninety (90) days
after the date of this Agreement and then in six month intervals to determine
if the Repairs have been completed. Such Repairs shall be completed no later
than August 30, 2008.


 


4.6           Closing Costs. Transferor
shall pay (a) the fees of any counsel representing it in connection with
this transaction; (b) the basic premium for the Title Policy (not to include
any costs associated with endorsements, extended coverage or deletion of the
standard survey exception); (d) the cost of the Survey; (e) the fees for
recording the Deeds conveying the Property to Transferee; and (f) one-half
(1/2) of any escrow fee which may be charged by the Title Company. Transferee
shall pay (x) the cost of any endorsement, extended coverage or deletions to or
from the Title Policy desired by Transferee and the cost of any mortgagee’s
policy(ies); (y) the fees of any counsel representing Transferee in
connection with this transaction; and (z) one-half (1/2) of any escrow fees
charged by the Title Company. All other costs and expenses incident to this
transaction and the closing thereof shall be paid by the party incurring same.


 


ARTICLE 5


 


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


5.1           Representations and
Warranties of Transferor. Transferor hereby represents and warrants to
Transferee as follows:


 


(a)           Transferor has the full
right, power and authority to enter into this Agreement and to perform all of
its obligations under this Agreement, and the execution and delivery of this
Agreement and the performance by Transferor of its obligations under this
Agreement require no further action or approval of Transferor’s partners or of
any other person in order to constitute this Agreement as a binding and
enforceable obligation of Transferor.


 


(b)           To Transferor’s
current, actual knowledge, the heating, ventilation, air conditioning and other
mechanical systems located in the Improvements are in good working condition
and free from material defects or damage in need of immediate repair.


 


(c)           To Transferor’s
current, actual knowledge, the foundation and all structural components of the
Improvements are structurally sound and Transferor has no knowledge of any
material defects or damage to any of the foregoing.


 


(d)           To Transferor’s
current, actual knowledge, the Land and Improvements are not in 


 


7

















 


material violation of any governmental order,
regulation, statute, code or ordinance dealing with the use, construction,
operation, safety and/or maintenance thereof, and all existing zoning and
building codes and other applicable laws and governmental regulations permit
the operation of the Property in accordance with its present usage and
Transferor has not received written notice of any violation of the above. To
Transferor’s current, actual knowledge, all necessary certificates of
occupancy, licenses or permits, authorizations, consents and approvals required
by all governmental or quasi-governmental authorities having jurisdiction, and
the requisite certificates of the local Board of Fire Underwriters (or other
body exercising similar functions) have been issued for the Improvements, have
been paid for in full, and are in full force and effect.


 


(e)           Transferor has not
received written demand by any mortgagee, insurance underwriter or governmental
authority for work to be done or other action to be taken by Transferor which
has not been complied with to the satisfaction of the entity making such
demand.


 


(f)            Transferor has not
received written notice of and to Transferor’s current, actual knowledge, there
is no pending condemnation, expropriation, eminent domain, litigation,
administrative action or other legal proceeding affecting all or any portion of
the Property, and Transferor has not received any written or oral notice of and
to Transferor’s knowledge has no current, actual knowledge that any such
proceeding is contemplated.


 


(g)           Transferor has no
current, actual knowledge of any change contemplated in any applicable laws or
any judicial or administrative action, or any action by adjacent landowners
which would prevent, limit, impede or render more costly Transferee’s
contemplated use of the Property.


 


(h)           Except as set forth on Schedule
5.1(h) attached hereto, the Leases are in full force and effect and no
default on the part of Transferor or to Transferor’s current, actual knowledge
by any tenant thereunder exists or has been alleged to exist under any Lease. To
Transferor’s current, actual knowledge, all repairs, alterations, and other
work required to be performed by Transferor under the Leases have been fully
performed and paid for in full by Transferor other than on-going maintenance
and repairs of a routine nature and tenant improvements scheduled under written
Leases. There are no Leases granting any person a right to occupy the Property
other than the Leases listed on Exhibit K attached hereto and made
a part hereof. Except as set forth on Schedule 5.1(h), no tenant of the
Property has paid rent for more than one month in advance of the current month.


 


(i)            No tenant under the
Leases has asserted in writing any claim or offset which would in any way
affect the collection of rent from such tenant, nor has any tenant given any
written notice to Transferor of its intention to terminate its tenancy prior to
its natural expiration.


 


(j)            No person, firm or
entity, other than Transferee has any right to acquire the Property or any part
thereof.


 


(k)           Transferor has not
disposed of or otherwise released or authorized to be released any hazardous or
toxic substances, petroleum products, chemicals, or wastes of any kind on, in,
or under the Property, including any surface waters or groundwater located on
such Property in violation of applicable law, nor has Transferor caused or to
Transferor’s current actual knowledge authorized to be released or discharged
any hazardous or toxic substances, petroleum products, chemicals, or wastes of
any kind on, in, or under any tracts in proximity to the Property, including
the surface or groundwaters thereof in violation of applicable law. To
Transferor’s current, actual knowledge, there are no hazardous or toxic
substances, petroleum products, chemicals, or wastes on, in, or under the
Property, including surface or groundwaters, regardless of source or cause, in
violation of applicable law and 


 


8

















 


there are no underground storage tanks on the
Property except as may be disclosed by that certain Phase I Environmental
Assessment prepared by Pond, Robinson & Associates, LP for Behringer
Harvard and dated as of June 2007.


 


(l)            Transferor has
obtained and will transfer to Transferee all governmental approvals, zoning
letters or variances, licenses, permits and entitlements necessary to develop the
Real Property and construct such improvements as contemplated in that certain
architectural rendering prepared by RTKL which was provided to Transferee.


 


(m)          Except as expressly set
forth in the Assumption Documents, (i) there are no events of default existing
or any event or condition which would become a default  with notice or the passing of time under any
of the loans made to Transferor or a constituent entity of Transferor by
Compass, Comerica or First National Bank of Omaha pursuant to any of the loan
documents being assumed by Transferee or any guaranty given by Behringer
Harvard Opportunity REIT I, Inc. under the Assumption Documents, (ii) the
maturity of the loans have not been accelerated and (iii) Transferor has no
knowledge of any impending acceleration of the loans.


 


(n)           Transferor has
delivered to Transferee the documents and other items (the “Due Diligence
Materials”) listed on Exhibit L attached hereto and made a part
hereof.


 


5.2           Covenants of
Transferor. Transferor hereby covenants with Transferee as follows:


 


(a)           Transferor has paid or
will pay in full, as of the Closing or within five (5) business days following
the Closing, all bills and invoices for labor, goods, materials and services of
any kind with respect to the Property and utility charges relating to the
period prior to Closing Date, other than Liabilities. Without limiting the
foregoing, any and all leasing commissions and Tenant Inducement Costs (as
hereinafter defined) due and payable prior to the Closing Date with respect to
Leases in existence on the Effective Date or Leases obtained prior to Closing
will be paid in full by Transferor as of the Closing Date. As used herein, the
term “Tenant Inducement Costs” means any payment required under a Lease to be
paid by the landlord thereunder to or for the benefit of the tenant thereunder
which is in the nature of a tenant inducement, including specifically without
limitation, tenant improvement costs, lease buyouts and moving allowances.


 


(b)           Transferor shall, at
the sole expense of Transferor, cause any management and leasing or listing
agreement existing in respect of the Property to be terminated effective as of
the Closing Date except those set forth on Exhibit B-2.


 


5.3           Tenant
Estoppels. Transferor has delivered to Transferee, as of Closing,
such tenant estoppels as requested by Transferee (the “Tenant
Estoppels”).


 


5.4           City Estoppel. Transferor has delivered to Transferee, as of the
Closing Date, the City Estoppel.


 


5.5           Representations and
Warranty of Transferee. Transferee hereby represents and warrants to
Transferor that Transferee is a limited partnership, duly formed and existing
under the laws of the State of Delaware and duly qualified to do business in
the State of Texas. Transferee has the full right, power and authority to enter
into this Agreement and to carry out Transferee’s obligations hereunder, and to
perform all of its obligations under this Agreement, and the execution and
delivery of this Agreement and the performance by Transferee of its obligations
under this Agreement requires no further action or approval of Transferee’s
partners or of any other person in order to constitute this Agreement as a
binding and enforceable obligation of Transferee.


 


9

















 


5.6           Survival of Obligations.
Transferor and Transferee agree as follows:


 


(a)           All representations,
warranties and covenants made by Transferor herein shall survive Closing for a
period of one (1) year, unless a longer survival period is expressly provided
herein. Transferor shall indemnify and hold Transferee free and harmless from
and against all losses, costs, damages and expenses of every kind and nature
whatsoever (including reasonable attorneys’ fees and costs) sustained by
Transferee as a result of any breach of any representation, warranty or
covenant made by Transferor in this Agreement of which Transferee has notified
Transferor in writing by the expiration of said one (1) year period.


 


(b)           All representations and
warranties of Transferee shall survive Closing for a period of one (1) year. Transferee
shall indemnify and hold Transferor free and harmless from and against all
losses, costs, damages, and expenses of every kind and nature whatsoever
(including reasonable attorneys’ fees and costs) sustained by Transferor as a
result of any breach of any representation or warranty made by Transferee of
which Transferor has notified BHFS in writing by the expiration of said one (1)
year period.


 


ARTICLE 6


 


CONDITIONS
PRECEDENT TO THE CLOSING


 


6.1           Conditions Precedent
of Transferee. In addition to all other conditions set forth in this
Agreement, Transferee’s obligation to consummate the Closing is subject to the
satisfaction of each and every one of the conditions precedent set forth in
this section 6.1 (all of which are for the sole benefit of Transferee):


 


(a)           All representations of
Transferor set forth in Section 5.1 shall be true, correct and complete in all
material respects as of the Closing Date.


 


(b)           Transferor shall have
performed in all material respects all obligations required to be performed by
Transferor hereunder prior to or in connection with the Closing.


 


6.2           Conditions Precedent
of Transferor. In addition to all other conditions set forth in this
Agreement, Transferor’s obligation to consummate the Closing is subject to the
satisfaction of each and every one of the conditions precedent set forth in
this Section 6.2 (all of which are for the sole benefit of Transferor):


 


(a)           All representations of
Transferee set forth in Section 5.4 shall be true, correct shall be true,
correct and complete in all material respects as of the Closing Date; and


 


(b)           Transferee shall have
performed in all material respects all obligations required to be performed by
Transferee hereunder prior to or in connection with the Closing.


 


6.3           Failure of Condition
Precedent. Upon the failure of any of the foregoing conditions precedent,
the party benefited by such failed condition shall have the option to
(a) waive such condition precedent and proceed to Closing, or
(b) terminate this Agreement by sending written notice to the other party
on or before the date of Closing.


 


ARTICLE 7


 


DEFAULT


 


7.1           Default by
Transferee. In the event that Transferee fails to consummate this Agreement
for 


 


10

















 


any reason, except Transferor’s
default or the permitted termination of this Agreement by either Transferor or
Transferee as herein expressly provided, Transferor shall be entitled, as its
sole remedy, to terminate this Agreement. In the event that Transferee closes
under this Agreement and then fails to fully and timely perform any of its
other obligations under this Agreement that survive or are performable after
the Closing, Transferor may seek all remedies available at law or in equity.


 


7.2           Default by Transferor.
In the event that Transferor fails fail to consummate this Agreement for any
reason, except Transferee’s default or the permitted termination of this
Agreement by Transferor or Transferee as herein expressly provided, Transferee
shall be entitled, as its exclusive remedies, either (i) to terminate this
Agreement by giving written notice thereof to Transferor, whereupon neither
party shall have any further rights or obligations under this Agreement, or
(ii) to enforce specific performance of Transferor’s obligations under this
Agreement; provided, however, if Transferor’s default is such that specific
performance cannot be granted as a judicial remedy, then Transferee may seek
any and all other remedies available at law or in equity. In the event Transferee
closes under this Agreement and then Transferor fails to fully perform any of
its other obligations under this Agreement that survive or are performable
after the Closing, Transferee may seek all remedies available at law or in
equity.


 


ARTICLE 8


 


INTENTIONALLY
OMITTED


 


ARTICLE 9


 


COMMISSIONS


 


9.1           Brokerage
Commissions. In the event the transaction contemplated by this Agreement is
consummated, but not otherwise, Transferor agrees to pay to Jim Deibel of Holt
Lundsford Commercial Inc. and to Mark West of Holliday Fenoglio (the “Brokers”)
brokerage commissions pursuant to separate written agreements between
Transferor and Brokers. Each party agrees that should any claim be made for
brokerage commissions or finder’s fees by any broker or finder other than the
Brokers by, through or on account of any acts of said party or its
representatives, said party will hold the other party free and harmless from
and against any and all loss, liability, cost, damage and expense in connection
therewith. In the event the transaction envisioned hereby fails to close for
any reason, including without limitation Transferor’s or Transferee’s default,
Transferor and Transferee shall have no obligation for the payment of any
commission or similar type fee hereunder. The provisions of this paragraph
shall survive Closing.


 


ARTICLE 10


 


MISCELLANEOUS


 


10.1         Disclaimers. AS A
MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, TRANSFEROR AND
TRANSFEREE AGREE THAT EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 OF THIS
AGREEMENT, TRANSFEREE IS ACQUIRING THE PROPERTY “AS IS” WITH ALL FAULTS AND
DEFECTS, LATENT AND PATENT, AND TRANSFEREE ACKNOWLEDGES AND AGREES THAT
TRANSFEROR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE
NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THE WATER, SOIL, AND GEOLOGY, OR THE PRESENCE OR ABSENCE OF ANY POLLUTANT,
HAZARDOUS WASTE, GAS OR SUBSTANCE OR 


 


11

















 


SOLID WASTE ON OR ABOUT THE
PROPERTY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY
OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BHFS MAY INTEND TO
CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH
ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY
HAVING JURISDICTION INCLUDING, WITHOUT LIMITATION, ALL APPLICABLE ZONING LAWS,
(E) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE PROPERTY, OR (F) ANY OTHER MATTER RELATED TO OR CONCERNING THE PROPERTY,
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 OF THIS AGREEMENT. BHFS
ACKNOWLEDGES THAT TRANSFEREE, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE
PROPERTY, IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON
ANY INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF TRANSFEROR OR ANY
STATEMENT, REPRESENTATION OR OTHER ASSERTION MADE BY TRANSFEROR WITH RESPECT TO
THE PROPERTY, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 5.1 OF THIS
AGREEMENT. TRANSFEREE FURTHER ACKNOWLEDGES THAT NO INDEPENDENT INVESTIGATION OR
VERIFICATION HAS BEEN OR WILL BE MADE BY TRANSFEROR WITH RESPECT TO ANY
INFORMATION SUPPLIED BY THIRD PARTIES ON BEHALF OF TRANSFEROR CONCERNING THE
PROPERTY, AND TRANSFEROR MAKES NO REPRESENTATION AS TO THE ACCURACY OR
COMPLETENESS OF SUCH INFORMATION, IT BEING INTENDED BY THE PARTIES THAT BHFS
SHALL VERIFY THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION ITSELF. TRANSFEREE
ACKNOWLEDGES THAT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS SET FORTH IN
THIS SECTION 10.1 ARE AN INTEGRAL PORTION OF THIS AGREEMENT AND THAT TRANSFEROR
WOULD NOT AGREE TO CONTRIBUTE AND CONVEY THE PROPERTY TO BHFS FOR THE
CONSIDERATION SET FORTH IN SECTION 1.4 WITHOUT THE DISCLAIMERS, AGREEMENTS AND
OTHER STATEMENTS SET FORTH IN THIS SECTION 10.1.


 


10.2         Assignment. Transferee
shall not have the right to assign its rights under this Agreement without the
consent of Transferor. Notwithstanding the foregoing, Transferor acknowledges
that Transferee has created certain subsidiaries that will take title to the
Property and Transferor shall convey, assign and sell the Property to
Transferee’s designated subsidiaries at Transferee’s direction.


 


10.3         Title Policy or
Abstract.  The Texas Real Estate License Act requires written
notice to Transferee that it should have an attorney examine an abstract of
title to the property being purchased or obtain a title insurance policy. Notice
to that effect is, therefore, hereby given to Transferee.


 


10.4         Notices. Any
notice pursuant to this Agreement shall be given in writing by (a) personal
delivery, or (b) expedited delivery service with proof of delivery, or (c)
United States Mail, postage prepaid, registered or certified mail, return
receipt requested, or (d) facsimile (provided that such facsimile is confirmed
by expedited delivery service or by mail in the manner previously described),
sent to the intended addressee at the address set forth below, or to such other
address or to the attention of such other person as the addressee shall have
designated by written notice sent in accordance herewith, and shall be deemed
to have been given either at the time of personal delivery, or, in the case of
expedited delivery service or mail, as of the date of first attempted delivery
at the address and in the manner provided herein, or, in the case of facsimile
upon receipt. Unless changed in accordance with the preceding sentence, the
addresses for notices given pursuant to this Agreement shall be as follows:


 


If to Transferor:                    Fairways Frisco, L.P.

16250 Dallas Parkway, Suite 102

Dallas, Texas 75248

Attn: Cathy Sweeney

Fax No. (972)-250-1734


 


12

















 


with
a copy to:                      Fairways Frisco, L.P.

16250 Dallas Parkway, Suite 102

Dallas, Texas 75248

Attn: Jim Leslie

Fax No. (972)-250-1343


 


with
a copy to:                      Winstead P.C.

5400 Renaissance Tower

1201 Elm Street

Dallas, Texas 75270

Attn: Tom Helfand, Esq.

Fax No. (214)-745-5390


 


If to Transferee:                    Behringer Harvard Frisco Square LP

15601 Dallas Parkway, Suite 600

Addison, Texas 75001

Attention: Asset Manager

Fax No. (214) 655-1610


 


with
a copy to:                      Powell Coleman & Arnold LLP

8080 N. Central Expressway, Suite 1380

Dallas, Texas 75206

Attention: Carol Satterfield

Fax No. (214) 373-8768


 


10.5         Calculation of Time
Periods.  Unless otherwise specified, in computing any period of time
described in this Agreement, the day of the act or event after which the
designated period of time begins to run is not to be included and the last day
of the period so computed is to be included, unless such last day is a
Saturday, Sunday or legal holiday under the laws of the State of Texas, in
which event the period shall run until the end of the next day which is neither
a Saturday, Sunday or legal holiday.


 


10.6         Time of Essence. Transferor
and Transferee agree that time is of the essence of this Agreement.


 


10.7         Successors and Assigns.
The terms and provisions of this Agreement are to apply to and bind the
permitted successors and assigns of the parties hereto.


 


10.8         Entire Agreement. This
Agreement, including the Exhibits and Schedules, contains the entire agreement
between the parties pertaining to the subject matter hereof and fully
supersedes all prior agreements and understandings between the parties
pertaining to such subject matter.


 


10.9         Further Assurances.
Each party agrees that it will without further consideration execute and
deliver such other documents and take such other action, whether prior or
subsequent to Closing, as may be reasonably requested by the other party to
consummate more effectively the purposes or subject matter of this Agreement.


 


10.10       Attorneys’ Fees. In
the event of any controversy, claim or dispute between the parties affecting or
relating to the subject matter or performance of this Agreement, the prevailing
party shall be entitled to recover from the nonprevailing party all of its
reasonable expenses, including reasonable attorneys’ fees.


 


10.11       Counterparts. This
Agreement may be executed in several counterparts, and all such executed 


 


13

















 


counterparts shall constitute
the same agreement. It shall be necessary to account for only one such
counterpart in proving this Agreement.


 


10.12       Severability. If any
provision of this Agreement is determined by a court of competent jurisdiction
to be invalid or unenforceable, the remainder of this Agreement shall
nonetheless remain in full force and effect.


 


10.13       Applicable Law. THIS
AGREEMENT IS PERFORMABLE IN COLLIN COUNTY, TEXAS, AND SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF
THE UNITED STATES AND THE LAWS OF THE STATE OF TEXAS. TRANSFEROR AND TRANSFEREE
HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
SITTING IN COLLIN COUNTY, TEXAS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A STATE
OR FEDERAL COURT SITTING IN COLLIN COUNTY, TEXAS. TRANSFEROR AND TRANSFEREE
AGREE THAT THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OF THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT.


 


10.14       No Third Party
Beneficiary. The provisions of this Agreement and of the documents to be
executed and delivered at Closing are and will be for the benefit of Transferor
and Transferee only and are not for the benefit of any third party, and
accordingly, no third party shall have the right to enforce the provisions of
this Agreement or of the documents to be executed and delivered at Closing.


 


10.15       Exhibits and Schedules.
The following schedules or exhibits attached hereto shall be deemed to be an
integral part of this Agreement:


 


	
  (a)

  	
   

  	
  Exhibit A

  	
   

  	
  Legal description of the Land

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Exhibit B-1

  	
   

  	
  Operating Agreements

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exhibit B-2

  	
   

  	
  Management and Leasing
  Agreements Not Required to be Terminated

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Exhibit C

  	
   

  	
  Permitted Exceptions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Exhibit D-1

  	
   

  	
  List of Liabilities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exhibit D-2

  	
   

  	
  Allocation of Capital
  Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Exhibit E

  	
   

  	
  Surveyor’s Certification

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Exhibit F

  	
   

  	
  Form of Special Warranty Deed

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  Exhibit G

  	
   

  	
  Form of Bill of Sale and
  Assignment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  Exhibit H

  	
   

  	
  Form of Assignment and
  Assumption of Contracts

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  Exhibit I

  	
   

  	
  Notification Letters

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  Exhibit J

  	
   

  	
  FIRPTA Affidavit

  



 


14

















 


	
  (k)

  	
   

  	
  Exhibit K

  	
   

  	
  List of Leases

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  Exhibit L

  	
   

  	
  Due Diligence Materials

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  Schedule 4.5

  	
   

  	
  Repairs

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  Schedule
  5.1(h)

  	
   

  	
  Lease Defaults & Tenants
  with Pre-Paid Rent

  



 


10.16       Captions. The
section headings appearing in this Agreement are for convenience of reference
only and are not intended, to any extent and for any purpose, to limit or
define the text of any section or any subsection hereof.


 


10.17       Construction. The
parties acknowledge that the parties and their counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any exhibits or amendments
hereto.


 


10.18       Tax Free Exchange. In
the event that either Transferor or Transferee elect to purchase or sell the
Property as part of a like kind exchange pursuant to Section 1031 of the
Internal Revenue Code, the other party agrees to cooperate with such party in
connection therewith and to execute and deliver all documents which reasonably
may be required to effectuate such exchange as a qualified transaction pursuant
to Section 1031 of the Code; provided that: (a) the Closing shall not be
delayed; (b) the other party incurs no additional cost or liability in
connection with the like-kind exchange; (c) such party pays all costs
associated with the like-kind exchange; and (d) the other party is not
obligated to take title to any other property.


 


15

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement to be effective as of the
Effective Date.


 


	
   

  	
  TRANSFEROR:

  
	
   

  	
   

  
	
   

  	
  FRISCO SQUARE LAND, LTD.,

  
	
   

  	
  a Texas limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Fairways FS Land, LLC,

  
	
   

  	
   

  	
  a Texas limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James C. Leslie

  	
   

  
	
   

  	
   

  	
   

  	
  James C. Leslie

  
	
   

  	
   

  	
   

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRISCO SQUARE PROPERTIES,
  LTD.,

  
	
   

  	
  a Texas limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Fairways FS Properties,
  LLC,

  
	
   

  	
   

  	
  a Texas limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James C. Leslie

  	
   

  
	
   

  	
   

  	
   

  	
  James C. Leslie

  
	
   

  	
   

  	
   

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FRISCO SQUARE B1- F1-11,
  LTD.,

  
	
   

  	
  a Texas limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Fairways B1-6, F1-11, LLC,

  
	
   

  	
   

  	
  a Texas limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James C. Leslie

  	
   

  
	
   

  	
   

  	
   

  	
  James C. Leslie

  
	
   

  	
   

  	
   

  	
  Manager

  



 

















 


	
   

  	
  FRISCO SQUARE B1-7, F1-10,
  LTD.,

  
	
   

  	
  a Texas limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Fairways B1-7, F1-10, LLC,

  
	
   

  	
   

  	
  a Texas limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James C. Leslie

  	
   

  
	
   

  	
   

  	
   

  	
  James C. Leslie

  
	
   

  	
   

  	
   

  	
  Manager

  



 

















 


	
   

  	
  TRANSFEREE:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD FRISCO
  SQUARE LP,

  
	
   

  	
  a Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Gerald J.
  Reihsen, III

  	
   

  
	
   

  	
   

  	
      Gerald
  J. Reihsen, III

  
	
   

  	
   

  	
      Executive
  Vice President

  



 

















 


EXHIBIT
A


 


LEGAL DESCRIPTION OF THE LAND


 


BHFS I, LLC PROPERTIES


 


TRACT 1:


 


BEING a tract
of land situated in the W. B. Watkins Survey Abstract No. 1004, in the City of
Frisco, Collin County, Texas; said tract being part of land conveyed to Frisco
Square Ltd. as recorded in Collin County Clerk’s File No. 2005-004994 Deed
Records Collin County, Texas (DRCCT); and being more particularly described as
follows:


 


BEGINNING at a
1/2” iron rod found for corner at the north end of a corner clip at the
intersection of the east line of Dallas North Tollway (a 310 ft. right-of-way)
with the south line of Main Street (a variable width right-of-way as recorded
in Collin County Clerk’s File No. 2005-0071194 DRCCT;


 


THENCE North
86°07’47” East, along the south line of said Main Street, for a distance of 3
9.33 feet to a 1/2” iron rod for corner on the south line of a 24 ft. wide
strip of land conveyed to the City of Frisco as recorded in Collin County Clerk’s
File No. 2000-0081361 DRCCT;


 


THENCE along
the south line of said City of Frisco tract with a circular curve to the left
having a central angle of 02°34’14”, a radius of 5,793.61 feet, a tangent
length of 129.98 feet, and a chord of North 87°01’27” East 259.90 feet, for an
arc distance of 259.92 feet to a 1/2” iron rod found at said curve’s point of
tangency;


 


THENCE North
85°44’20” East, continuing along said south line, for a distance of 8.48 feet
to a 1/2” iron rod found for corner;


 


THENCE North
86°07’47” East, continuing along said south line, continuing along said south
line for a distance of 776.11 ft. to a 1/2” iron rod found for corner on the
west line of Lot Bl-10 of Frisco Square Phase 2 as conveyed to the City of
Frisco and recorded in Cabinet P, Page 724 DRCCT;


 


THENCE South
03°52’13” East, departing said south line and along the west line of said City
of Frisco tract, for a distance of 99.38 ft. to a 1/2” iron rod found for
corner;


 


THENCE South
83°23’44” West, along a north line of said Frisco tract, for a distance of
184.15 ft. to a 1/2” iron rod found for corner;


 


THENCE South
06°36’16” East, along a west line of said Frisco tract, for a distance of 67.00
ft. to a 1/2” iron rod found for corner;


 


THENCE South
83°23’44” West, along a north line of said Frisco tract, for a distance of
105.76 ft. to a 1/2” iron rod found for corner;


 


THENCE South
06°36’16” East, along a west line of said Frisco tract, for a distance of
246.50 ft. to a 1/2” iron rod found for corner;


 


THENCE North
83°23’44” East, along a south line of said Frisco tract, for a distance of
57.76 ft. to a 1/2” iron rod found for corner;


 


THENCE South
06°36’16” East, along a west line of said Frisco tract, for a distance of
111.50 ft. to a 1/2” iron rod found for corner;


 


1

















 


THENCE North
83°23’44” East, along a south line of said Frisco tract, for a distance of
62.41 ft. to a 1/2” iron rod found for corner at the northwest corner of future
Lot Bl-8 per deed to Frisco Square Properties, Ltd. as recorded in Collin
County Clerk’s File No. 2003-0213220 DRCCT;


 


THENCE South
06°36’16” East, along the west line of said future Lot Bl-8, for a distance of
87.25 ft. to a 1/2” iron rod found for corner;


 


THENCE South
83°23’44” West, continuing along said west line, for a distance of 25.33 ft. to
a 1/2” iron rod found for corner;


 


THENCE South
06°36’16” East, continuing along said west line, for a distance of 81.75 ft. to
a 1/2” iron rod found for corner on the north line of Frisco Square Blvd.
(recorded as W. Main St.) per the Conveyance Plat recorded in Cabinet N, Page
690 DRCCT;


 


THENCE South
83°23’44” West, along said north line, for a distance of 902.58 ft. to a 1/2”
iron rod found for corner at the southeast end of a corner clip at the
intersection of said north line with the east line of said Dallas North
Tollway;


 


THENCE North
51°36’16” West, along said corner clip, for a distance of 28.28 ft. to a 1/2”
iron rod found for corner on the east line of said Dallas North Tollway and at
the northwest end of said corner clip;


 


THENCE North
06°36’16” West, along said east line, for a distance of 689.45 to a 1/2” iron
rod found for corner;


 


THENCE North
38°46’11” East, along the corner clip at the intersection of said east line
with the south line of said Main Street, for a distance of 56.24 feet to the
POINT OF BEGINNING and containing 15.24 90 acres of land.


 


TRACT 2:


 


BEING a tract
of land situated in the W.B. Watkins Survey Abstract No. 1004, in the City of
Frisco, Collin County, Texas; said tract being part of land conveyed to Frisco
Square Land, Ltd. as recorded in Collin County Clerk’s (C.C.) File No. 2005-004
994 Deed Records Collin County, Texas (DRCCT); and being more particularly
described as


 


follows:


 


BEGINNING at a
1/2” iron rod found for corner at the north end of a corner clip at the
intersection of the east line of Dallas North Tollway (a 310 ft. right-of-way)
with the south line of Frisco Square Blvd. (recorded as W. Main St.)(a 73 ft.
right-of-way) per the Conveyance Plat recorded in Cabinet N Page 690 DRCCT;


 


THENCE North
83°23’44” East, along said south line, for a distance of 978.97 ft. to a 1⁄2”
iron rod found for corner;


 


THENCE North
06°36’16” West, continuing along said south line, for a distance of 12.00 ft.
to a 1⁄2” iron rod found for corner;


 


THENCE North
83°23’44” East, continuing along said south line, for a distance of 30.00 ft.
to a 1⁄2” iron rod found for corner at the intersection of said south line with
the west line of Church Street (a 121 ft. right-of-way) as recorded in Cabinet
N Page 690 DRCCT;


 


THENCE South
06°36’16” East, along said west line, for a distance of 539.00 ft. to a 1⁄2” iron
rod found for corner at the intersection of said west line with the north line
of Page Street (a 67 ft. right-of-way) as recorded


 


2
















 


in Cabinet N
Page 690 DRCCT and in C.C. No. 2006-955330 DRCCT;


 


THENCE South
83°23’44” West, along the said north line of Page Street, for a distance of
1,008.97 ft. to a 1⁄2” iron rod found for corner at the south end of a corner
clip at the intersection of said north line with the east line of said Dallas
North Tollway;


 


THENCE North
51°36’16” West, along said corner clip, for a distance of 28.28 ft. to a 1⁄2”
iron rod found for corner on the east line of said Dallas North Tollway;


 


THENCE North
06°36’16” West, along said east line, for a distance of 487.00 ft. to a 1⁄2” iron
rod found for corner at the southwest end of a corner clip at the intersection
of said east line with the south line of said Frisco Square Blvd.;


 


THENCE North
38°23’44” East, along said corner clip, for a distance of 28.28 ft. to the
POINT OF BEGINNING and containing 12.4478 acres of land SAVE AND EXCEPT THE
FOLLOWING DESCRIBED TRACT:


 


SAVE AND EXCEPT FROM TRACT 2:


 


BEING a tract
of land situated in the W.B. Watkins Survey Abstract No. 1004, in the City of
Frisco, Collin County, Texas; said tract being part of land conveyed to Frisco
Square Land, Ltd. as recorded in Collin County Clerk’s (C.C.) File No. 2005-004
994 Deed Records Collin County, Texas (DRCCT); and being more particularly described
as follows:


 


BEGINNING at a
1/2” iron rod found for corner at the north end of a corner clip at the
intersection of the east line of Dallas North Tollway, with the north line of
Page Street (a 67 ft. right-of-way) as recorded in Cabinet N Page 690 DRCCT and
in C.C. No. 2006-955330 DRCCT;


 


THENCE North
06°36’16”, along said east line, for a distance of 171.00 ft. to a point for
corner;


 


THENCE North
83°23’44” East, departing said east line, for a distance of 220.50 ft. to a
point for corner;


 


THENCE South
06°36’16” East, for a distance of 191.00 ft. to a point for corner on the north
line of said Page Street;


 


THENCE South
83°23’44” West, along said north line, for a distance of 200.50 ft. to a 1/2”
iron rod found for corner at the south end of a corner clip at the intersection
of said north line with the east line of said Dallas North Tollway;


 


THENCE North
51°36’16” West, along said corner clip, for a distance of 28.28 ft. to the
POINT OF BEGINNING and containing 0.9622 acres of land.


 


LEAVING A NET
AREA OF 11.4856 ACRES OF LAND FOR TRACT 2.


 


TRACT 3 (SHOWN ON SURVEY [PREPARED BY RUDY RANGEL, R.P.L.S. NO. 5664, DATED 07/12/07] AS
TRACT 4A):


 


BEING a tract
of land situated in the W.B. Watkins Survey Abstract No. 1004, in the City of
Frisco, Collin County, Texas; said tract being part of a tract conveyed to
Frisco Square Land, Ltd., as recorded in Collin County Clerk’s (C.C.) File No.
2005-004994 Deed Records Collin County, Texas (DRCCT), and being more
particularly described as follows:


 


BEGINNING at a
1/2” iron rod found for corner at the intersection of the south line of a 24
ft. wide strip of 


 


3

















 


land conveyed
to the City of Frisco as recorded in Collin County Clerk’s File No.
2000-0081361 DRCCT with the east line of Lot Fl-9 of Frisco Square Phase 2 as
recorded in Cabinet P Page 724 DRCCT, said Lot Fl-9 as conveyed to the City of
Frisco per said Frisco Square Phase 2 final plat;


 


THENCE North
86°07’47” East, along the south line of said City of Frisco 24 ft. wide strip
of land, for a distance of 162.14 ft. to a 1/2” iron rod found for corner and
for the beginning of a circular curve to the right;


 


THENCE
continuing along said south line, with said circular curve to the right having
a central angle of 15°46’18”, a radius of 2,608.02 ft., a tangent length of
361.23 ft., and a chord of South 85°59’04” East 715.63 ft., for an arc distance
of 717.90 ft. to a 1/2” iron rod found for corner and for a point of tangency;


 


THENCE South
78°05’56” East, continuing along said south line, for a distance of 162.10 ft.
to a 1/2” iron rod found for corner at the intersection of said south line with
the west line of John W. Elliot Drive (a 60 ft. right-of-way);


 


THENCE South
12°16’44” West, along said west line, for a distance of 500.65 ft. to a 1/2”
iron rod found for corner at the intersection of said west line with the north
line of Frisco Square Blvd. as recorded in C.C. No. 2006-955350 DRCCT;


 


THENCE South
83°23’44” West, along said north line, for a distance of 657.91 feet to a 1/2”
iron rod found for corner at the southeast corner of a tract conveyed to Frisco
Square Properties, Ltd. as Future Lot Fl-8, as recorded in C.C. No.
2003-0213220 DRCCT;


 


THENCE North
06°36’16” West, departing said north line, and along the east line of said
future Lot Fl-8, for a distance of 81.75 ft. to a 1/2” iron rod found for
corner;


 


THENCE South
83°23’44” West, continuing along said east line, for a distance of 25.33 ft. to
a 1/2” iron rod found for corner;


 


THENCE North
06°36’16” West, continuing along said east line, for a distance of 87.25 ft. to
a 1/2” iron rod found for corner on a south line of said City of Frisco Lot
Fl-9;


 


THENCE North
83°23’44” East, along said south line, for a distance of 15.91 ft. to a 1/2”
iron rod found for corner;


 


THENCE North
06°36’16” West, along an east line of said Lot Fl-9, for a distance of 58.99
ft. to a 1/2” iron rod found for corner;


 


THENCE North
83°23’44” East, along a south line of said Lot Fl-9, for a distance of 209.26
ft. to a 1/2” iron rod found for corner;


 


THENCE North
06°36’16” West, along an east line of said Lot Fl-9, for a distance of 24 9.00
ft. to a 1/2” iron rod found for corner;


 


THENCE South
83°23’44” West, along a north line of said Lot Fl-9, for a distance of 252.44
ft. to a 1/2” iron rod found for corner;


 


THENCE North
03°52’13” East, along an east line of said Lot Fl-9, for a distance of 84.59
ft. to a 1/2” iron rod found for corner;


 


THENCE South
86°07’47” West, along a north line of said Lot Fl-9, for a distance of 155.29
ft. to a 1/2” iron rod found for corner;


 


4

















 


THENCE North
03°52’13” East, along an east line of said Lot Fl-9, for a distance of 96.00
ft. to the POINT OF BEGINNING and containing 9.5992 acres of land.


 


BHFS II,
LLC PROPERTIES


 


Tract 1 (SHOWN ON SURVEY [PREPARED BY RUDY RANGEL, R.P.L.S. NO. 5664, DATED 07/12/07 AND AS SHOWN
ON SURVEY PREPARED BY DANA BROWN R.P.L.S. #5336, DATED 06/27/07, LAST REVISED
07/10/07 AS TRACT 12):


 


BEING a tract
of land situated in the W.B. Watkins Survey, Abstract No. 1004, Collin County,
Texas, and being all of Lot Bl-7, Block B-l, Frisco Square Phase 2, an addition
to the City of Frisco, Texas recorded in Cabinet P, Page 724, Map Records,
Collin County, Texas, and being more particularly described as follows:


 


BEGINNING at
an X-cut set in concrete at the southeast corner of said Lot Bl-7 at the
intersection of the west Right-of-Way line of Coleman Boulevard (114’
Right-of-Way) and the north Right-of-Way line of Frisco Square Boulevard (70.5’
Right-of-Way) as dedicated to the City of Frisco recorded in Cabinet N, Page
690, Map Records, Collin County, Texas;


 


THENCE with
the north Right-of-Way line of said Frisco Square Boulevard the following
calls:


 


South 82°20’57”
West a distance of 23.08 feet to an X-cut set in concrete for corner; North
07°3 9’03” West a distance of 2.50 feet to an X-cut set in concrete for corner;


 


South 82°20’57”
West a distance of 67.33 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 07°39’03”
East a distance of 2.50 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


South 82°20’57”
West a distance of 19.33 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


North 07°39’03”
West a distance of 2.50 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


South 82°20’57”
West a distance of 29.25 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 07°39’03”
East a distance of 2.50 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


South 82°20’57”
West a distance of 25.28 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


North 07°3 9’03”
West a distance of 2.50 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


South 82°20’57”
West a distance of 31.85 feet to a 5/8” iron rod with red cap marked KHA set
for corner in the east line of future Lot 8, Block B-l;


 


THENCE North
07°39’03” West with the east line of said future Lot 8, Block B-l a distance of
81.75 feet to a 5/8” iron rod with red cap marked KHA set for corner;


 


THENCE
departing the east line of said future Lot 8, Block B-l and with the north line
of said Lot Bl -7 the following calls:


 


North 82°20’57”
East a distance of 17.08 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


5

















 


South 07°39’03”
East a distance of 0.75 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


North 82°20’57”
East a distance of 14.77 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


North 07°39’03”
West a distance of 1.50 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


North 82°20’57”
East a distance of 25.28 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 07°39’03”
East a distance of 1.50 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


North 82°20’57”
East a distance of 15.19 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


North 07°39’03”
West a distance of 0.75 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


North 82°20’57”
East a distance of 17.34 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 07°39’03”
East a distance of 0.75 feet to a 5/8” iron rod with red cap marked KHA set for
corner;


 


North 82°20’57”
East a distance of 12.20 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


North 37°20’57”
East a distance of 10.61 feet to an X-cut set in concrete for corner; North
07°3 9’03” West a distance of 23.75 feet to an X-cut set in concrete for
corner;


 


North 82°20’57”
East a distance of 82.75 feet to an X-cut set in concrete for corner in the
west Right-of-Way line of said Coleman Boulevard;


 


THENCE with
the west Right-of-Way line of said Coleman Boulevard the following calls: South
07°3 9’03” East a distance of 91.13 feet to an X-cut set in concrete for
corner; North 82°20’57” East a distance of 4.00 feet to an X-cut set in
concrete for corner;


 


South 07°39’03”
East a distance of 23.62 feet to the POINT OF BEGINNING and containing 0.424 5
acres of land.


 


Tract 2 (SHOWN ON SURVEY [PREPARED BY RUDY RANGEL, R.P.L.S. NO. 5664, DATED 07/12/07 AND AS SHOWN
ON SURVEY PREPARED BY DANA BROWN R.P.L.S. #5336, DATED 06/27/07, LAST REVISED
07/10/07AS TRACT 13):


 


BEING a tract
of land situated in the W.B. Watkins Survey, Abstract No. 1004, Collin County,
Texas, and being all of Lot Fl-10, Block F-l, Frisco Square Phase 2, an
addition to the City of Frisco, Texas recorded in Cabinet P, Page 724, Map
Records, Collin County, Texas, and being more particularly described as follows:


 


BEGINNING at
an X-cut set in concrete at the southeast corner of said Lot Fl-10 at the
intersection of the east Right-of-Way line of Coleman Boulevard (114’
Right-of-Way) and the north Right-of-Way line of Frisco Square Boulevard (70.5’
Right-of-Way) as dedicated to the City of Frisco recorded in Cabinet N, Page
690, Map Records, Collin County, Texas,-


 


THENCE with
the east Right-of-Way line of said Coleman Boulevard the following calls: North
07°39’03” 


 


6

















 


West a
distance of 23.62 feet to an X-cut set in concrete for corner; North 82°20’57”
East a distance of 4.00 feet to an X-cut set in concrete for corner;


 


North 07°39’03”
West a distance of 91.13 feet to an X-cut set in concrete at the northwest
corner of said Lot Fl-10;


 


THENCE with
north line of said Lot Fl-10 the following calls:


 


North 82°20’57”
East a distance of 82.75 feet to an X-cut set in concrete for corner;


 


South 07°3 9’03”
East a distance of 23.75 feet to an X-cut set in concrete for corner;


 


South 52°39’03”
East a distance of 10.61 feet to an X-cut set in concrete for corner;


 


North 82°20’57”
East a distance of 12.20 feet to an X-cut set in concrete for corner;


 


North 07°39’03”
West a distance of 0.75 feet to an X-cut set in concrete for corner;


 


North 82°20’57”
East a distance of 17.34 feet to an X-cut set in concrete for corner;


 


South 07°39’03”
East a distance of 0.75 feet to an X-cut set in concrete for corner;


 


North 82°20’57”
East a distance of 15.19 feet to an X-cut set in concrete for corner;


 


North 07°3 9’03”
West a distance of 1.50 feet to an X-cut set in concrete for corner;


 


North 82°20’57”
East a distance of 25.28 feet to an X-cut set in concrete for corner;


 


South 07°39’03”
East a distance of 1.50 feet to an X-cut set in concrete for corner;


 


North 82°20’57”
East a distance of 14.77 feet to an X-cut set in concrete for corner; North
07°3 9’03” West a distance of 0.75 feet to an X-cut set in concrete for corner;


 


North 82°20’57”
East a distance of 17.08 feet to an X-cut set in concrete for corner in the
west line of future Lot 8, Block F-l;


 


THENCE South
07°39’03” East with the west line of said future Lot 8, Block F-l a distance of
81.75 feet to a 


 


7

















 


pk nail set in
concrete for corner in the north Right-of-Way line of said Frisco Square
Boulevard;


 


THENCE with
the north Right-of-Way line of said Frisco Square Boulevard the following
calls:


 


South 82°20’57”
West a distance of 31.85 feet to a point for corner,-South 07°3 9’03” East a
distance of 2.50 feet to an X-cut set in concrete for corner; South 82°20’57”
West a distance of 25.28 feet to an X-cut set in concrete for corner; North
07°39’03” West a distance of 2.50 feet to an X-cut set in concrete for corner;
South 82°20’57” West a distance of 29.25 feet to an X-cut set in concrete for
corner; South 07°39’03” East a distance of 2.50 feet to an X-cut set in
concrete for corner; South 82°20’57” West a distance of 19.33 feet to an X-cut
set in concrete for corner; North 07°39’03” West a distance of 2.50 feet to an
X-cut set in concrete for corner; South 82°20’57” West a distance of 67.33 feet
to X-cut set in concrete for corner; South 07°39’03” East a distance of 2.50
feet to X-cut set in concrete for corner;


 


South 82°20’57”
West a distance of 23.08 feet to the POINT OF BEGINNING and containing 0.4245
acre of land.


 


BHFS III,
LLC PROPERTY


 


BEING a tract
of land situated in the W.B. Watkins Survey, Abstract No. 1004, Collin County,
Texas, and being all of Lot Fl-1, Block F-l, Frisco Square Phase 2, an addition
to the City of Frisco, Texas recorded in Cabinet P, Page 724, Map Records,
Collin County, Texas, and being more particularly described as follows:


 


BEGINNING at a
5/8” iron rod with red cap marked KHA set at the corner clip intersection of
the south Right-of-Way line of Main Street (variable width Right-of-Way) and
the most easterly northeast corner of Coleman Boulevard (114’ Right-of-Way) as
dedicated to the City of Frisco recorded in Cabinet N, Page 690, Map Records,
Collin County, Texas;


 


THENCE North
85°05’00” East with the south Right-of-Way line of said Main Street a distance
of 190.04 feet to a 5/8” iron rod with red cap marked KHA set for corner;


 


THENCE South
04°55’00” East departing the south Right-of-Way line of said Main Street a
distance of 96.67 feet to a 5/8” iron rod with red cap marked KHA set for
corner, said point being an inner ell corner in the north line of Lot Fl-11 of
said Frisco Square Phase 2;


 


THENCE with
the north line of said Lot Fl-11 the following calls:


 


South 85°05’00”
West a distance of 112.09 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 07°39’03”
East a distance of 14.21 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 82°20’57”
West a distance of 85.74 feet to a 5/8” iron rod with red cap marked KHA set
for corner in the east Right-of-Way line of said Coleman Boulevard;


 


THENCE with
the east Right-of-Way line of said Coleman Boulevard the following calls:


 


8

















 


North 07°39’03”
West a distance of 102.58 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


North 38°42’59”
East a distance of 17.25 feet to the POINT OF BEGINNING and containing 0.4746
acre of land.


 


BHFS IV,
LLC PROPERTIES


 


Tract 1 (SHOWN ON SURVEY [PREPARED BY DANA BROWN R.P.L.S. #5336, DATED 06/27/07, LAST REVISED
07/10/07] AS TRACT 8):


 


BEING a tract
of land situated in the W.B. Watkins Survey, Abstract No. 1004, Collin County,
Texas, and being all of Lot Bl-5, Block B-l, Frisco Square Phase 2, an addition
to the City of Frisco, Texas recorded in Cabinet P, Page 724, Map Records,
Collin County, Texas, and being more particularly described as follows:


 


BEGINNING at a
5/8” iron rod with red cap marked KHA set at the corner clip intersection of
the south Right-of-Way line of Main Street (variable width Right-of-Way) and
the most westerly northwest corner of Coleman Boulevard (114’ Right-of-Way) as
dedicated to the City of Frisco recorded in Cabinet N, Page 690, Map Records,
Collin County, Texas;


 


THENCE with
the west Right-of-Way line of said Coleman Boulevard the following calls:


 


South 51°17’01”
East a distance of 18.09 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 07°39’03”
East a distance of 108.03 feet to a 5/8” iron rod with red cap marked KHA set
for corner from which a 1/2” iron rod found bears South 22°06’46” East a
distance of 0.60 feet;


 


THENCE
departing the west Right-of-Way line of said Coleman Boulevard the following
calls:


 


South 82°20’57”
West a distance of 85.74 feet to a 5/8” iron rod with red cap marked KHA set
for corner from which a 1/2” iron rod found bears South 47°57’00” East a
distance of 1.34 feet;


 


North 07°39’03”
West a distance of 24.51 feet to a 1/2” iron rod found for corner;


 


South 85°05’00”
West a distance of 120.62 feet to a 5/8” iron rod with red cap marked KHA set
for corner,-


 


North 04°55’00”
West a distance of 100.00 feet to a 5/8” iron rod with red cap marked KHA set
for corner in the south Right-of-Way line of said Main Street;


 


THENCE North
85°05’00” East with the south Right-of-Way line of said Main Street a distance
of 189.18 feet to the POINT OF BEGINNING and containing 0.5109 acre of land.


 


Tract 2 (SHOWN ON SURVEY PREPARED BY DANA BROWN R.P.L.S. #5336, DATED 06/27/07, LAST REVISED
07/10/07] AS TRACT 9):


 


BEING a tract
of land situated in the W.B. Watkins Survey, Abstract No. 1004, Collin County,
Texas, and being part of a tract of land described in a deed to Frisco Square,
Ltd. recorded in Volume 4721, Page 2560, Land Records, Collin County, Texas,
and being more particularly described as follows:


 


BEGINNING at
5/8” iron rod with red cap marked KHA set at the southwest corner of Lot Bl-7,
Block Bl, Frisco Square Phase 2, an addition to the City of Frisco, Texas
recorded in Cabinet P, Page 724, Map Records, Collin County, Texas, said point
being in the north Right-of-Way line of Frisco Square Boulevard (70.5’
Right-of-Way) as dedicated to the City of Frisco recorded in Cabinet N, Page
690, Map Records, Collin County, 


 


9

















 


Texas;


 


THENCE with
the north Right-of-Way line of said Frisco Square Boulevard the following calls:


 


South 82°20’57”
West a distance of 100.05 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 37°20’57”
West a distance of 59.54 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 07°3 9’03”
East a distance of 57.90 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 82°20’57”
West a distance of 30.00 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


North 07°39’03”
West a distance of 12.00 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 82°20’57”
West a distance of 76.39 feet to a 1/2” iron rod with cap found for corner;


 


THENCE
departing the north Right-of-Way line of said Frisco Square Boulevard the
following calls:


 


North 07°3 9’03”
West a distance of 81.75 feet to a 1/2” iron rod with cap found for corner;


 


North 82°20’57”
East a distance of 25.33 feet to a 1/2” iron rod with cap found for corner;


 


North 07°39’03”
West a distance of 87.25 feet to a 1/2” iron rod with cap found for corner in
the south line of Lot Bl-10, Lot Bl of said Frisco Square Phase 2, from which a
5/8” iron rod found bears South 78°45’27” West a distance of 2.23 feet;


 


THENCE North
82°20’57” East with the south line of said Lot Bl-10 a distance of 223.21 feet
to a 5/8” iron rod with red cap marked KHA set for corner in the west line of
said Lot Bl-7;


 


THENCE South
07°3 9’03” East with the west line of said Lot Bl -7 a distance of 81.00 feet
to the POINT OF BEGINNING and containing 0.6550 acres of land.


 


Tract 3 (SHOWN ON SURVEY PREPARED BY DANA BROWN R.P.L.S. #5336, DATED 06/27/07, LAST REVISED
07/10/07] AS TRACT 10):


 


BEING a tract
of land situated in the W.B. Watkins Survey, Abstract No. 1004, Collin County,
Texas, and being part of a tract of land described in a deed to Frisco Square,
Ltd. recorded in Volume 4721, Page 2560, Land Records, Collin County, Texas,
and being more particularly described as follows:


 


BEGINNING at
5/8” iron rod with red cap marked KHA set at the intersection the north
Right-of-Way line of Frisco Square Boulevard (70.5’ Right-of-Way) and the east
Right-of-Way line of Library Street (variable width Right-of-Way) as dedicated
to the City of Frisco recorded in Cabinet N, Page 690, Map Records, Collin
County, Texas;


 


THENCE with
the northeast Right-of-Way line of said Frisco Square Boulevard the following
calls:


 


North 07°39’03”
West a distance of 57.90 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


North 52°39’03”
West a distance of 59.54 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 82°20’57”
West a distance of 100.05 feet to a PK nail set in concrete for corner in the
east line of Lot Fl-


 


10

















 


10, Lot Fl,
Frisco Square Phase 2, an addition to the City of Frisco, Texas recorded in
Cabinet P, Page 724, Map Records, Collin County, Texas;


 


THENCE North
07°39’03” West with the east line of said Lot Fl-10 a distance of 81.00 feet to
an X-cut in concrete set for corner in the south line of Lot Fl-9, Lot Fl, of
said Frisco Square Phase 2;


 


THENCE North
82°20’57” East with the south line of said Lot Fl-9 a distance of 223.21 feet
to a 1/2” iron rod with cap found for corner;


 


THENCE South
07°3 9’03” East a distance of 87.25 feet to a 1/2” iron rod with cap found for
corner;


 


THENCE North
82°20’57” East a distance of 25.33 feet to a 1/2” iron rod with cap found for
corner;


 


THENCE South
07°39’03” East a distance of 81.75 feet to a 1/2” iron rod with cap found for
corner in the north Right-of-Way line of said Frisco Square Boulevard;


 


THENCE with
the north Right-of-Way line of said Frisco Square Boulevard the following
calls:


 


South 82°20’57”
West a distance of 76.39 feet to a 1/2” iron rod with cap found for corner;


 


South 07°39’03”
East a distance of 12.00 feet to a 5/8” iron rod with red cap marked KHA set
for corner;


 


South 82°20’57”
West a distance of 30.00 feet to the POINT OF BEGINNING and containing 0.6550
acres of land.


 


Tract 4 (SHOWN ON SURVEY [PREPARED BY DANA BROWN R.P.L.S. #5336, DATED 06/27/07, LAST REVISED
07/10/07] AS TRACT 11/LOT Fl-11):


 


BEING a tract
of land situated in the W.B. Watkins Survey, Abstract No. 1004, Collin County,
Texas, and being all of Lot Fl-11, Block F-l, Frisco Square Phase 2, an
addition to the City of Frisco, Texas recorded in Cabinet P, Page 724, Map
Records, Collin County, Texas, and being more particularly described as
follows:


 


BEGINNING at
an X-cut set in concrete at the northwest corner of said Lot Fl-11 in the east
Right-of-Way line of Coleman Boulevard (114’ Right-of-Way) as dedicated to the
City of Frisco recorded in Cabinet N, Page 690, Map Records, Collin County,
Texas;


 


THENCE North
82°20’57” East a distance of 82.97 feet to an X-cut set in concrete for corner;


 


THENCE South
07°39’03” East a distance of 5.50 feet to an X-cut set in concrete for corner;


 


THENCE North
82°20’57” East a distance of 71.70 feet to a 5/8” iron rod with red cap marked
KHA set for corner;


 


THENCE South
07°39’03” East a distance of 280.50 feet to a 5/8” iron rod with red cap marked
KHA set for corner;


 


THENCE South
82°20’57” West a distance of 71.70 feet to an X-cut set in concrete for corner;


 


THENCE South
07°39’03” East a distance of 4.84 feet to an X-cut set in concrete for corner;


 


THENCE South
82°20’57” West a distance of 82.97 feet to an X-cut set in concrete for corner
in the east Right-of-Way line of said Coleman Boulevard;


 


THENCE North
07°39’03” West with the east Right-of-Way line of said Coleman Boulevard a
distance of 


 


11

















 


290.84 feet to
the POINT OF BEGINNING and containing 1.0157 acres of land.


 


Tract 5 (SHOWN ON SURVEY [PREPARED BY DANA BROWN R.P.L.S. #5336, DATED 06/27/07, LAST REVISED
07/10/07] AS TRACT 11 / LOT Bl-6):


 


BEING a tract
of land situated in the W.B. Watkins Survey, Abstract No. 1004, Collin County,
Texas, and being all of Lot Bl-6, Block. B-l, Frisco Square Phase 2, an
addition to the City of Frisco, Texas recorded in Cabinet P, Page 724, Map
Records, Collin County, Texas, and being more particularly described as
follows:


 


BEGINNING at
an X-cut set in concrete at the northeast corner of said Lot Bl-6 in the west
Right-of-Way line of Coleman Boulevard (114’ Right-of-Way) as dedicated to the
City of Frisco recorded in Cabinet N, Page 690, Map Records, Collin County,
Texas;


 


THENCE South
07°39’03” East with the west Right-of-Way line of said Coleman Boulevard a
distance of 290.84 feet to an X-cut set in concrete for corner;


 


THENCE South
82°20’57” West departing the west Right-of-Way line of said Coleman Boulevard a
distance of 82.97 feet to an X-cut set in concrete for corner;


 


THENCE North
07°39’03” West a distance of 4.84 feet to an X-cut set in concrete for corner;


 


THENCE South
82°20’57” West a distance of 71.70 feet to a 5/8” iron rod with red cap marked
KHA set for corner;


 


THENCE North
07°39’03” West a distance of 280.50 feet to a 5/8” iron rod with red cap marked
KHA set for corner;


 


THENCE North
82°20’57” East a distance of 71.70 feet to an X-cut set in concrete for corner;


 


THENCE North
07°39’03” West a distance of 5.50 feet to an X-cut set in concrete for corner;


 


THENCE North
82°20’57” East a distance of 82.97 feet to the POINT OF BEGINNING and
containing 1.0157 acres of land.


 


12

















 


EXHIBIT B-1


 


OPERATING AGREEMENT


 


Contract with Minol for Utility
meter reading


 


Contract with IBS for
Janitorial services in office and retail space


 


Contract with City Wide
Building Services for window washing


 


Contract with Ameri-Tech pest
control for pest control services


 


Contract with Fairview
Protection for fire and elevator monitoring


 


Contract with 24 Hour, Ltd. for
HVAC maintenance


 


Contract with Amerintel for
security services after hours


 


Contract with Courtesy Valet
Experts for valet service


 


Contract with Mid American
Metals for metal maintenance


 


Contract with ThyssenKrupp
Elevator Corp for elevator maintenance


 


Contract with Boughton Outdoor
for landscaping services


 


Contract with Stewart &
Stevenson for generator maintenance


 


Contract with Akin Land
Services for ground lease and harvesting for ag exemption


 


Contact with Marvin Poer &
Co for property tax consulting


 


Contract with Construct a Fence
for fence rental


 


1

















 


EXHIBIT B-2


 


MANAGEMENT AND LEASING AGREEMENTS NOT REQUIRED TO BE TERMINATED


 


Contract with Retail Connection
for leasing services


 


Contract with Jones Lang
LaSalle for leasing services


 


Contract with Lincoln
Properties for management services


 


2

















 


EXHIBIT
C


 


PERMITTED EXCEPTIONS


 


BHFS I, LLC


 


1.             Standby fees,
taxes and assessments by any taxing authority for the year 2007 and
subsequent years.


 


2.              Restrictive Covenants
recorded in Volume 4956, Page 1770, Land Records, Collin County, Texas.


 


3.             Rights of tenants in
possession, as tenants only, under prior unrecorded lease agreements as set
forth on certified rent roll.


 


4.             Thirty-five (35) foot wide temporary drainage
easement for a drainage ditch and berm granted by F.M. 720-Tollway, Ltd., to
the City of Frisco, dated September 1, 1994, filed for record on December
28,1994 and recorded under Clerk’s File No. 94-0112681, Land Records, Collin
County, Texas as shown on survey prepared by Rudy Rangel, R.P.L.S. No. 5664,
dated 07/12/07. (TRACT 2)


 


5.             Ten (10) foot wide water line easement
granted by HRC Ranch, Ltd., to the City of Frisco, dated August 20, 1997, filed
for record September 2, 1997, and recorded in Volume 3 988, Page 2314, Land
Records, Collin County, Texas as shown on survey prepared by Rudy Rangel,
R.P.L.S. No. 5664, dated 07/12/07. (TRACT 2)


 


6.             Subject property has frontage or abuts
Dallas North Tollway, which is a controlled access highway, as set out in Deed
recorded under Clerk’s File No. 94-0048748, Land Records, Collin County, Texas
as noted on survey prepared by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07.
(TRACTS 1 and 2)


 


7.             Terms, provisions, and conditions
contained in Agreement executed by and between the City of Frisco, and F. M.
720-Tollway, Ltd., dated January 6, 1994, filed of record on May 19, 1994 and
recorded under Clerk’s File No. 94-0048747, Land Records, Collin County, Texas
as noted on survey prepared by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07
and as shown on survey prepared by Dana Brown R.P.L.S. #5336, dated 06/27/07,
last revised 07/10/07. (ALL TRACTS)


 


8.             Terms, provisions and conditions contained
in Memorandum of Contract, Infrastructure Agreement and Restrictive Covenants
executed by and between Frisco Square, Ltd., and FLLA, Ltd., dated July 9,
2001, filed of record on July 10, 2001 and recorded in Volume 04956, Page
01770, Land Records, Collin County, Texas as noted on survey prepared by Rudy
Rangel, R.P.L.S. No. 5664, dated 07/12/07. (TRACTS 1 AND 2)


 


9.             Fifty (50) foot wide Drainage and Utility
Easement for constructing,operating and maintaining storm sewer lines and
systems by Frisco Square, Ltd., a Texas Limited Partnership to the City of
Frisco, dated February 5, 2002, filed for record on February 6, 2002 and
recorded under Clerk’s File No. 2002-0019105, Land Records, Collin County,
County, Texas as shown on survey prepared by Rudy Rangel, R.P.L.S. No. 5664,
dated 07/12/07 (TRACT 2)


 


10.           Easement for utility facilities granted by
Frisco Square, Ltd. to City of Frisco, dated July 6, 2004, filed for record on
July 9, 2004 and recorded in Volume 5706, Page 4119, Land Records, Collin
County, Texas as shown on survey prepared by Rudy Rangel, R.P.L.S. No. 5664,
dated 07/12/07. (TRACT 2)


 


11.           Thirty Five (35) foot wide temporary
drainage ditch easement granted by Frisco Square, Ltd. to City of Frisco by
instrument dated December 6, 1994, filed for record on December 28, 1994 and
recorded 


 


1

















 


                under
Clerk’s File No. 94-0112680, Land Records, Collin County, Texas as shown on
survey prepared by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07. (TRACT 1)


 


12.           Thirty (30)foot wide Sanitary Sewer easement
for a sanitary sewer line granted by F.M. 720-Tollway, Ltd., to City of Frisco
by instrument dated December 20, 1994, filed for record on December 28, 1994
and recorded under Clerk’s File No. 94-0112679, Land Records, Collin County,
Texas as shown on survey prepared by Rudy Rangel, R.P.L.S. No. 5664, dated
07/12/07. (TRACT 3)


 


13.           Reservation of Minerals contained in
Warranty Deed from John W. Andrews, Trustee to Tomlin Investments, Inc., dated
August 31, 1981, filed for record on September 2, 1981 and recorded in Volume
1426, Page 14, Deed Records, Collin County, Texas as noted on survey prepared
by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07. (TRACTS 1 and 2)


 


14.           Terms, provisions, and conditions contained
in Frisco Square Development Agreement executed by and between City of Frisco
and Frisco Square, LTD., a Texas limited partnership, dated July 28, 2000,
filed for record on August 1, 2000 and recorded in Volume 4721, Page 2665, Land
Records, Collin County, Texas; as affected by First Supplement to Frisco Square
Development Agreement recorded under Document No. 20070220000229050 and under
Document No. 20070419000530110, Land Records, Collin County, Texas; as affected
by Resolution No. 07-05-99R recorded under Document No. 20070625000861640, Land
Records, Collin County, Texas as noted on survey prepared by Rudy Rangel,
R.P.L.S. No. 5664, dated 07/12/07 and as shown on survey prepared by Dana Brown
R.P.L.S. #5336, dated 06/27/07, last revised 07/10/07. (ALL TRACTS)


 


15.           Tracts are subject to all rules and
regulations as set forth in the Frisco Square Development Standards per PD-153
City of Frisco Ordinance 05-08-57 dated August 3, 2005 and as it may be
amended.


 


16.           Easement granted by Frisco Square Land Ltd.
to City of Frisco, Texas, a Texas Home Rule Municipal Corporation, dated February
6, 2007, filed for record on March 16, 2007 and recorded under Document No.
20070316000364150, Land Records, Collin County, Texas as shown on survey
prepared by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07. (TRACT 2)


 


17.           Thirty (30) temporary drainage easement to
the City of Frisco by


 


instrument dated December 7, 1994 and filed for record under Clerk File
No. 94-0112680, Deed Records, Collin County, Texas as shown on survey prepared
by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07. (TRACT 1)


 


18.           Ten (10) foot water line easement to the
City of Frisco recorded in Volume 3 999, Page 37, Deed Records, Collin County,
Texas as shown on survey prepared by Rudy Rangel, R.P.L.S. No. 5664, dated
07/12/07. (TRACT 1)


 


19.           Deed of
Trust executed by Frisco Square Land, Ltd., a Texas limited partnership to
Melinda A. Chausse, Trustee, dated March 10, 2006, filed for record on March
14, 2006 and recorded under Document No. 20060331400034000, Land Records,
Collin County, Texas, to secure the obligation(s) described therein, in favor
of Comerica Bank, and subject to all of the terms, conditions and stipulations
contained therein, including but not limited to any future indebtedness also
secured by this lien; and


 


As modified and/or extended
by instrument(s) recorded under Document No. 20070420000531650, Land Records,
Collin County, Texas; and


 


As affected by Right-of-Way
Deeds recorded under Volume 05929, Page 04925 and Document No(s) 


 


2

















 


20060711000955320, 20060711000955330,
20060711000955340 and 20060711000955360. (TRACTS 1 THRU 3); and


 


BHFS II,
LLC


 


1.             Standby fees,
taxes and assessments by any taxing authority for the year 2007 and
subsequent years.


 


2.             Rights of tenants in
possession, as tenants only, under prior unrecorded lease agreements as set
forth on certified rent roll.


 


3.             Terms, provisions, and conditions
contained in Agreement executed by and between the City of Frisco, and F. M.
720-Tollway, Ltd., dated January 6, 1994, filed of record on May 19, 1994 and
recorded under Clerk’s File No. 94-0048747, Land Records, Collin County, Texas
as noted on survey prepared by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07
and as shown on survey prepared by Dana Brown R.P.L.S. #5336, dated 06/27/07,
last revised 07/10/07. (ALL TRACTS)


 


4.             Terms, provisions, and conditions
contained in Frisco Square Development Agreement executed by and between City
of Frisco and Frisco Square, LTD., a Texas limited partnership, dated July 28,
2000, filed for record on August 1, 2000 and recorded in Volume 4721, Page
2665, Land Records, Collin County, Texas,- as affected by First Supplement to
Frisco Square Development Agreement recorded under Document No.
20070220000229050 and under Document No. 20070419000530110, Land Records, Collin
County, Texas; as affected by Resolution No. 07-05-99R recorded under Document
No. 20070625000861640, Land Records, Collin County, Texas as noted on survey
prepared by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07 and as shown on
survey prepared by Dana Brown R.P.L.S. #5336, dated 06/27/07, last revised
07/10/07. (ALL TRACTS)


 


5.             Tracts are subject to all rules and
regulations as set forth in the Frisco Square Development Standards per PD-153
City of Frisco Ordinance 05-08-57 dated August 3, 2005 and as it may be
amended.


 


6.             Amended and Restated Deed of Trust
executed by Frisco Square Bl-7, Fl-10, Ltd., a Texas limited partnership to
American Title Company, Trustee, dated June 8, 2004, filed for record on June
9, 2004 and recorded in Volume 5686, Page 4311, Land Records, Collin County,
Texas, to secure the payment of one note of even date therewith in the original
principal sum of $533,724.77, payable to First National Bank of Omaha, and
subject to all of the terms, conditions and stipulations contained therein,
including but not limited to any future indebtedness also secured by this lien.
(TRACT 1); and


 


Amended and
Restated Deed of Trust executed by Frisco Square Bl-7, Fl-10, Ltd., a Texas
limited partnership to American Title Company, Trustee, dated June 8, 2004,
filed for record on June 9, 2004 and recorded in Volume 5686, Page 4283, Land
Records, Collin County, Texas, to secure the payment of one note of even date
therewith in the original principal sum of $8,406,000.00, payable to First
National Bank of Omaha, and subject to all of the terms, conditions and
stipulations contained therein, including but not limited to any future
indebtedness also secured by this lien. (TRACT 2);


 


BHFS
III, LLC


 


1.             Standby fees,
taxes and assessments by any taxing authority for the year 2007 and
subsequent years.


 


2.             Rights of tenants in
possession, as tenants only, under prior unrecorded lease agreements as set
forth on certified rent roll.


 


3.             Terms, provisions, and conditions
contained in Agreement executed by and between the City of Frisco, and F. M.
720-Tollway, Ltd., dated January 6, 1994, filed of record on May 19, 1994 and
recorded 


 


3

















 


                under
Clerk’s File No. 94-0048747, Land Records, Collin County, Texas as noted on
survey prepared by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07 and as shown
on survey prepared by Dana Brown R.P.L.S. #5336, dated 06/27/07, last revised
07/10/07.


 


4.             Building setback lines, easements and
other matters, as shown or provided for on plat recorded in Cabinet P, Page
724, Map Records, Collin County, Texas and shown on survey prepared by Dana
Brown R.P.L.S. #5336, dated 06/27/07, last revised 07/10/07, including the
following: 10’ x 40’ sight easement in Northwest corner of property.


 


5.             Terms, provisions, and conditions
contained in Frisco Square Development Agreement executed by and between City
of Frisco and Frisco Square, LTD., a Texas limited partnership, dated July 28,
2000, filed for record on August 1, 2000 and recorded in Volume 4721, Page
2665, Land Records, Collin County, Texas, as affected by First Supplement to
Frisco Square Development Agreement recorded under Document No.
20070220000229050 and under Document No. 20070419000530110, Land Records,
Collin County, Texas; as affected by Resolution No. 07-05-99R recorded under
Document No. 20070625000861640, Land Records, Collin County, Texas as noted on
survey prepared by Rudy Rangel, R.P.L.S. No. 5664, dated 07/12/07 and as shown
on survey prepared by Dana Brown R.P.L.S. #5336, dated 06/27/07, last revised
07/10/07.


 


6.             Tracts are subject to all rules and
regulations as set forth in the Frisco Square Development Standards per PD-153
City of Frisco Ordinance 05-08-57 dated August 3, 2005 and as it may be
amended.


 


7.             Un-identified and/or unrecorded easement
along Northerly line as shown on survey prepared by Dana Brown R.P.L.S. #5336,
dated 06/27/07, last revised 07/10/07.


 


8.             Deed of Trust executed by Frisco Square
Fl-1, Ltd., a Texas limited partnership to Lee Q. Vardaman, Trustee, dated
March 8, 2007, filed for record on March 9, 2007 and recorded under Document
No. 20070309000324820, Land Records, Collin County, Texas, to secure the
payment of one note of even date therewith in the original principal sum of
$8,889,000.00, payable to Compass Bank, and subject to all of the terms,
conditions and stipulations contained therein, including but not limited to any
future indebtedness also secured by this lien; and


 


BHFS IV,
LLC


 


1.             Standby fees,
taxes and assessments by any taxing authority for the year 2007 and
subsequent years.


 


2.             Rights of tenants in
possession, as tenants only, under prior unrecorded lease agreements as set
forth on certified rent roll.


 


3.             Terms,
provisions, and conditions contained in Agreement executed by and between the
City of Frisco, and F. M. 720-Tollway, Ltd., dated January 6, 1994, filed of
record on May 19, 1994 and recorded under Clerk’s File No. 94-0048747, Land
Records, Collin County, Texas as noted on survey prepared by Rudy Rangel,
R.P.L.S. No. 5664, dated 07/12/07 and as shown on survey prepared by Dana Brown
R.P.L.S. #5336, dated 06/27/07, last revised 07/10/07. (ALL TRACTS)


 


4.             Building setback lines, easements and other
matters, as shown or provided for on plat recorded in Cabinet P, Page 724, Map
Records, Collin County, Texas and shown on survey prepared by Dana Brown
R.P.L.S. #5336, dated 06/27/07, last revised 07/10/07, including the following:


 


a)             10’ x 40’ sight easement in Northeast corner
of property. (TRACT 1)


 


5.             Terms, provisions, and conditions contained
in Frisco Square Development Agreement executed by 


 


4

















 


                and between City of Frisco and Frisco Square,
LTD., a Texas limited partnership, dated July 28, 2000, filed for record on
August 1, 2000 and recorded in Volume 4721, Page 2665, Land Records, Collin
County, Texas; as affected by First Supplement to Frisco Square Development
Agreement recorded under Document No. 20070220000229050 and under Document No.
20070419000530110, Land Records, Collin County, Texas; as affected by
Resolution No. 07-05-99R recorded under Document No. 20070625000861640, Land
Records, Collin County, Texas as noted on survey prepared by Rudy
Rangel, R.P.L.S. No. 5664, dated 07/12/07 and as shown on survey prepared by
Dana Brown R.P.L.S. #5336, dated 06/27/07, last revised 07/10/07. (ALL TRACTS)


 


6.             Tracts are subject to all rules and
regulations as set forth in the Frisco Square Development Standards per PD-153
City of Frisco Ordinance 05-08-57 dated August 3, 2005 and as it may be
amended. (ALL TRACTS)


 


7.             Un-identified and/or unrecorded easement
along Northerly line as shown on survey prepared by Dana Brown R.P.L.S. #5336,
dated 06/27/07, last revised 07/10/07. (TRACT 1)


 


8.             Encroachment of 4-story masonry building
onto subject tract along Northwest corner as shown on survey prepared by Dana
Brown R.P.L.S. #5336, dated 06/27/07, last
revised 07/24/07. (TRACT 3)


 


5

















 


EXHIBIT
D-1


 


LIST OF LIABILITIES


 


1.             That certain
outstanding indebtedness to Comerica Bank in the amount of $21,115,279.86.


2.             That certain
outstanding indebtedness to Compass bank in the amount of $1,000.


3.             That certain outstanding indebtedness to First National
Bank of Omaha in the amount of $8,833,386.


 


All as assumed pursuant to the terms of those
certain modification/assumption documents to be entered into by Transferee or
its subsidiaries.


 


1

















 


EXHIBIT
D-2


 


ALLOCATION OF CAPITAL CONTRIBUTIONS


 


TRANSFEROR
INITIAL CAPITAL ACCOUNTS


 


	
  Frisco Square Land, Ltd.

  	
   

  	
  5.36

  	
  %

  	
  $

  	
  1,186,807

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Frisco Square Properties, Ltd.

  	
   

  	
  2.68

  	
  %

  	
  $

  	
  593,403

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Frisco Square B1-6, F1-11, Ltd.

  	
   

  	
  10.08

  	
  %

  	
  $

  	
  2,231,905

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Frisco Square B1-7, F1-10, Ltd.

  	
   

  	
  11.88

  	
  %

  	
  $

  	
  2,630,460

  	
   

  



 


2