Exhibit 10.13


 


REAFFIRMATION, CONSENT TO TRANSFER,

SUBSTITUTION OF INDEMNITOR AND MODIFICATION OF LOAN DOCUMENTS


 


THIS
REAFFIRMATION, CONSENT TO TRANSFER, SUBSTITUTION OF INDEMNITOR AND MODIFICATION
OF LOAN DOCUMENTS (this “Agreement”)  is made and entered into
as of November 1, 2007, by and among the following parties:


 


A.                                   ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited liability company
having an address prior to the date hereof of c/o Beacon Capital Partners, LLC,
200 State Street, 5th Floor, Boston, Massachusetts 02109, and having
an address on and after the date hereof of c/o Behringer Harvard Operating
Partnership I LP, 15601 Dallas Parkway, Suite 600, Addison, Texas 75001 (“Borrower”);


 


B.                                     BEACON CAPITAL STRATEGIC PARTNERS IV, L.P., a Delaware limited partnership
having an address c/o Beacon Capital Partners, LLC, 200 State Street, 5th Floor, Boston, Massachusetts 02109
(“Original Indemnitor”);


 


C.                                     BCSP IV U.S. INVESTMENTS, L.P., a Delaware limited partnership having an
address c/o Beacon Capital Partners, LLC, 200 State Street, 5th Floor, Boston, Massachusetts 02109
(“Seller”);


 


D.                                    BEHRINGER HARVARD ONE FINANCIAL PLAZA CHICAGO, LLC, a Delaware limited
liability company having an address of 15601 Dallas Parkway, Suite 600,
Addison, Texas 75001 (“Purchaser”);


 


E.                                      BEHRINGER HARVARD REIT I, INC., a Maryland corporation having an
address of 15601 Dallas Parkway, Suite 600, Addison, Texas 75001 (“Substitute Indemnitor”);


 


(Purchaser
and Substitute Indemnitor are sometimes hereinafter collectively referred to as
“Substitute Obligors”);


 


F.                                      WELLS FARGO BANK, N.A. as Trustee under that certain Pooling and Servicing
Agreement dated as of August 1, 2006 (the “PSA”),
for the Registered Holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2006-C27,  whose mailing address is c/o Wachovia Bank,
National Association, Wachovia Securities, Commercial Real Estate Services,
8739 Research Drive-URP4, Charlotte, North Carolina 28288-1075 (28262-1075 for overnight deliveries), Attn: Portfolio Manager (“Lender”).


 


RECITALS


 


1.                                       WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association (“Original Lender”),  pursuant to the Loan
Documents (as defined below) made a loan to Borrower in the original principal
amount of $188,600,000.00 (the “Loan”).  The Loan is evidenced and secured by the following
documents executed in favor of Original Lender by Borrower and/or Original
Indemnitor (as applicable):


 





















 


a.                                       Promissory Note dated July 13, 2006, payable by Borrower to
Original Lender in the original principal amount of $188,600,000.00,
as subsequently split pursuant to Note Severance Agreement dated July 13,
2006, into (i) Promissory Note
A dated July 13, 2006, payable by Borrower to Original Lender in the
principal amount of $163,600,000.00, and (ii) Promissory Note B dated July 13,
2006, payable by Borrower to Original Lender in the principal amount of
$25,000,000.00 (collectively, the “Note”);


 


b.                                      Mortgage, Security Agreement, Assignment of Rents and Fixture
Filing of even date with the Note, granted by Borrower to Original Lender,
recorded as Document No. 0619910067 in the real estate records of Cook
County, Illinois (the “Recorder’s Office”),
as modified by Modification Agreement of even date with the Note (the “Mortgage”);


 


c.                                       Assignment of
Leases and Rents and Security Deposits of even date with the Note, granted by
Borrower to Original Lender, recorded as
Document No. 0619910068 in the Recorder’s Office;


 


d.                                      UCC-1 Financing Statement with Borrower as debtor and Original Lender
as secured party filed as File No. 62453702 with the Delaware Secretary of
State;


 


e.                                       Guaranty of even date with the Note, granted by Original
Indemnitor to Original Lender (the “Indemnity Agreement”);
and


 


f.                                         Central Account
Agreement of even date with the Note, by and among Borrower, Original Lender
and Wachovia Bank, National Association (the “Central
Account Agreement”).


 


The
foregoing documents, together with any and all other documents executed by
Borrower or Original Indemnitor in connection with the Loan, are collectively
referred to as the “Loan
Documents.”


 


2.                                       Original Lender
assigned, sold and transferred its interest in the Loan and the Loan Documents
to Lender and Lender is the current holder of all of Original Lender’s interest
in the Loan and the Loan Documents.


 


3.                                       Borrower
continues to be the owner of fee title to the real property and improvements
located thereon and continues to be the owner of all of the property as
described in and encumbered by the Mortgage and the Loan Documents (the “Property”).


 


4.                                       Pursuant to
that certain Stock Purchase and Sale Agreement dated
as of August 15, 2007, by and between Seller and Behringer Harvard
Operating Partnership I LP (as assigned to Purchaser and certain affiliates,
and as the same may be amended from time to time, the “Purchase Agreement”), (a) Seller
agreed to transfer and sell, and Purchaser agreed to purchase, all of Seller’s
ownership interest in OFP Illinois Business Trust, a Maryland business trust (“Original Principal”) (representing, after
the redemption of the holders of the preferred stock of Original Principal,
100% of the ownership interests in Original Principal) (the “Transferred Ownership Interests”)
and (b) immediately prior to the closing of the transactions contemplated
under the 


 


2





















 


Purchase Agreement, OFP
Equity LLC, a Delaware limited liability company (“OFP
Equity”), whose sole member is Original Principal, will acquire
a 19.123% interest in One Financial Place Holding LLC, a Delaware limited
liability company (“OFP Holdings”) from One
Financial Investors LLC (the “OFP Holdings Acquisition”)
(representing, after the OFP Holdings Acquisition, 100% of the ownership
interests in OFP Holdings). OFP Holdings is the sole member of Borrower. The
transfers contemplated in this Recital 4 are hereinafter referred to as the “Transfer”.


 


5.                                       The parties
acknowledge and agree that Article IX of the Mortgage requires the consent
of Lender for the Transfer. Borrower, Original Indemnitor and Substitute
Obligors have requested that Lender consent to the Transfer subject to
conditions contained in the Mortgage, the Loan Documents and this Agreement.


 


6.                                       Borrower,
Original Indemnitor and Substitute Obligors have also requested that Lender
consent to the substitution of Substitute Indemnitor as “Guarantor” under the
Indemnity Agreement and to the assumption by Substitute Indemnitor of all the
obligations of Original Indemnitor under the Indemnity Agreement (the “Substitution”).


 


7.                                       Substitute Obligors
have requested that Lender consent to the merger of Original Principal into
Purchaser (the “Merger”).


 


8.                                       The Transfer,
the Substitution and the Merger are collectively referred to as the “Transaction.”


 


9.                                       The Transfer,
the Substitution and the Merger shall occur simultaneously on the date hereof.


 


10.                                 Lender is
willing to consent to the Transaction on and subject to the terms and
conditions set forth in this Agreement, in the Mortgage and in the Loan
Documents.


 


STATEMENT OF AGREEMENT


 


In
consideration of the mutual covenants and agreements set forth herein, the
parties hereto hereby agree as follows:


 


1.                                       Certain
Representations, Warranties and Covenants Regarding the Transfer.


 


a.                                       Seller hereby
represents and warrants to Lender that it is the owner of the Transferred
Ownership Interests, that the Transferred Ownership Interests are unencumbered,
that contemporaneously with the execution and delivery hereof, the Transferred
Ownership Interests are being conveyed and transferred to Purchaser, and that Seller
is not obtaining or retaining any security interest or other interest in the
Transferred Ownership Interests.


 


b.                                      Purchaser
hereby represents and warrants to Lender, as of the date hereof, that
simultaneously with the execution and delivery hereof, Purchaser has purchased
from Seller all of the Transferred Ownership Interests, and that Purchaser has
not conveyed or granted Seller or any other party any security interest or
other interest in the Transferred Ownership Interests.


 


3





















 


c.                                       Borrower hereby
represents and warrants to Lender that the organizational documents of
Borrower, as delivered to Original Lender in connection with the closing of the
Loan (the “Borrower Organizational Documents”),
have not been modified, amended, altered or changed since the date of the
closing of the Loan and prior to the date hereof.


 


d.                                      Borrower and
Purchaser each hereby represent and warrant to Lender that the Transaction will
not result in any modification, amendment, alteration or change to the Borrower
Organizational Documents except as set forth in the First Amendment to the
Limited Liability Company Agreement of even date with this Agreement. Borrower
and Purchaser covenant and agree that Borrower will remain a bankruptcy remote,
special purpose entity throughout the term of the Loan in accordance with the
terms of the Loan Documents.


 


2.                                       Representations,
Warranties and Covenants of Borrower.


 


a.                                       Borrower hereby
represents and warrants to Lender, as of the date hereof, that:


 


i.                                          the Mortgage is
a valid first lien on the Property for the full unpaid principal amount of the
Loan and all other amounts as stated therein;


 


ii.                                       to its
knowledge, there is no Event of Default (as defined in the Mortgage) under the
provisions of the Note, the Mortgage, the Indemnity Agreement or the other Loan
Documents;


 


iii.                                    to its
knowledge, there are no defenses, set-offs or rights of defense, set-off or
counterclaim whether legal, equitable or otherwise to the obligations evidenced
by or set forth in the Note, the Mortgage, the Indemnity Agreement or the other
Loan Documents;


 


iv.                                   all provisions
of the Note, the Mortgage, the Indemnity Agreement and the other Loan Documents
are in full force and effect, except as modified herein; and


 


v.                                      except as
permitted by the Loan Documents, there are no subordinate liens of any kind
covering or relating to the Property, nor are there any mechanics’ liens or
liens for unpaid taxes or assessments encumbering the Property, nor has notice
of a lien or notice of intent to file a lien been received.


 


b.                                      Borrower
understands and intends that Lender shall rely on the representations,
warranties and covenants contained herein.


 


3.                                       Representations,
Warranties and Covenants of Original Indemnitor.  


 


a.                                       Original Indemnitor
hereby represents and warrants to Lender, as of the date hereof, that:


 


i.                                          to its
knowledge, there is no Event of Default (as defined in the Mortgage) under the
provisions of the Indemnity Agreement;


 


4





















 


ii.                                       to its
knowledge, there are no defenses, set-offs or rights of defense, set-off or
counterclaim whether legal, equitable or otherwise to the obligations evidenced
by or set forth in the Indemnity Agreement; and


 


iii.                                    all provisions
of the Indemnity Agreement are in full force and effect, except as modified
herein.


 


b.                                      Original
Indemnitor hereby covenants and agrees that from and after the date hereof,
Lender may deal solely with Borrower (as newly constituted) and Substitute
Obligors in all matters relating to the Loan, the Loan Documents and the
Property, and that Lender has no further duty or obligation of any nature
relating to the Loan or the Loan Documents to Original Indemnitor.


 


c.                                       Original
Indemnitor understands and intends that Lender shall rely on the
representations, warranties and covenants contained in this Section 3.


 


4.                                       Covenants of
Borrower and Substitute Obligors.


 


a.                                       Borrower and
Substitute Obligors, as applicable, hereby covenant as follows:


 


i.                                          Borrower shall
perform all the respective past, present and future obligations contained
in the other Loan Documents in accordance with the terms of this Agreement;


 


ii.                                       Substitute
Indemnitor shall perform all the respective present and future obligations
contained in the Indemnity Agreement;


 


iii.                                    Borrower shall
continue to pay when and as due all sums due under the Note and the Loan
Documents, as modified hereby;


 


iv.                                   Borrower and
Substitute Indemnitor, as applicable, shall perform all the respective
obligations imposed under the Note, the Mortgage, the Indemnity Agreement and
the Loan Documents, all as modified hereby;


 


v.                                      Borrower shall
not hereafter, without Lender’s prior consent in accordance with the terms of
the Loan Documents, further encumber the Property or sell or transfer the Property
or any interest therein, except as may be specifically permitted in the
other Loan Documents or in this Agreement;


 


b.                                      Substitute
Obligors understand and intend that Lender shall rely on the covenants
contained herein.


 


5.                                       Consent and
Reaffirmation of Borrower.


 


a.                                       Borrower hereby
represents and warrants to Lender that it has reviewed the Purchase Agreement,
this Agreement and all the documents executed in accordance therewith or
herewith. Borrower consents to the Transaction under the terms of the Purchase
Agreement and


 


5





















 


this Agreement. Borrower
further covenants and agrees that the Transaction shall not, and shall not be
deemed to, impair, limit, abrogate or reduce in any manner or to any extent the
liability or obligations of Borrower under the Loan Documents, except as
modified herein.


 


b.                                      Borrower hereby
renews, reaffirms, ratifies and confirms the Note, the Mortgage and the other
Loan Documents and acknowledges and agrees that the Loan Documents remain in
full force and effect without impairment and without modification, except as
specifically provided in this Agreement, and that no rights or remedies of
Lender under the Loan Documents have been waived.


 


c.                                       Borrower hereby
acknowledges, agrees and warrants that all rights, priorities, titles, liens
and equities securing the payment of the Note are expressly recognized as valid
and are in all things renewed, continued and preserved in force to secure
payment of the Note, except as amended herein.


 


6.                                       Obligations of
Substitute Indemnitor.


 


a.                                       From and after
the date of this Agreement, Substitute Indemnitor shall be obligated and
responsible for the performance of each and all of the obligations and
agreements of Original Indemnitor under the Indemnity Agreement, and Substitute
Indemnitor shall be liable and responsible for each and all of the liabilities
of Original Indemnitor thereunder, as fully and completely as if Substitute
Indemnitor had originally executed and delivered the Indemnity Agreement as the
“Guarantor” thereunder including, without limitation, all of those obligations,
agreements and liabilities which would have, but for the provisions of this
Agreement, been the obligations, agreements and liabilities of Original
Indemnitor. From and after the date hereof, Substitute Indemnitor further
agrees to abide by and be bound by all of the terms of the Indemnity Agreement
having reference to Original Indemnitor, all as though each of the Indemnity
Agreement had been made, executed and delivered by Substitute Indemnitor as
Original Indemnitor. From and after the date hereof, Substitute Indemnitor
hereby agrees to pay, perform and discharge each and every obligation of
payment and performance of Original Indemnitor under, pursuant to and as set
forth in the Indemnity Agreement at the time, in the manner and otherwise in
all respects as therein provided to the extent first arising or accruing on or
after the date of this Agreement.


 


Substitute
Indemnitor acknowledges and agrees that, following the Transfer, it will be an
affiliate of Borrower and will derive substantial economic benefit from Lender’s
agreement to consent to the Transfer and that there is adequate consideration
for the Substitution. Substitute Indemnitor acknowledges that Lender would not
consent to the Transfer without the agreement of Substitute Indemnitor to
execute and deliver this Agreement as substitute indemnitor.


 


7.                                       Consent to
Transfer.  Subject
to the terms and conditions set forth in this Agreement, Lender consents to the
Transfer, subject to the Mortgage and the Loan Documents. Lender’s consent to
the Transfer shall, however, not constitute its consent to any subsequent
transfers of the Property or any interest therein (as defined in the Mortgage).


 


8.                                       Lender Estoppel. Lender hereby
represents and warrants to Borrower, Original Indemnitor and Substitute
Obligors that, to the “actual knowledge of Lender”:


 


6





















 


a.                                       as of the date
hereof, no default or Event of Default under the Loan Documents has occurred
and is continuing, and


 


b.                                      no facts or
circumstances exist which with the giving of notice and/or the passage of time
would constitute an Event of Default.


 


For
purposes of this paragraph, the “actual knowledge of Lender” shall mean the
actual knowledge of employees of Wachovia Bank National Association (“Wachovia”) actively
involved with the transactions described herein or with the servicing of the
Loan without any independent inquiry or investigation. The “actual knowledge of
Lender” shall not include knowledge imputed from other Lender Parties (as
defined below) or other groups or employees of Wachovia not actively involved
in the servicing of the Loan. Lender reserves the right to declare any existing
default or Event of Default which is not currently known but which subsequently
comes to the attention of Lender.


 


9.                                       Consent to
Substitution and Release of Original Indemnitor. Subject to the terms and
conditions set forth in this Agreement, Lender consents to the Substitution.
From and after the date of this Agreement, Original Indemnitor shall, with
respect only to those matters first arising or accruing on or after the date of
this Agreement, be (and is hereby) fully released of its liability under the
Indemnity Agreement. Substitute Indemnitor shall be substituted, in each and
every respect, for Original Indemnitor in lieu of and in place of Original
Indemnitor with respect to each and every reference to the “Guarantor” in the
Loan Documents including, without limitation, the Indemnity Agreement. Original
Indemnitor hereby acknowledges and agrees that the release set forth in this Section shall
not be construed to release Original Indemnitor from any liability under the
Indemnity Agreement for any acts or events occurring or obligations arising
prior to the date of this Agreement, whether or not such acts, events or
obligations are, as of the date of this Agreement, known or ascertainable.


 


10.                                 Consent to
Merger. Subject to the terms and conditions set forth in this Agreement, and
subject to the Mortgage and the Loan Documents, Lender consents to the Merger.
Lender’s consent to the Merger shall not, however, constitute its consent to
any subsequent mergers.


 


11.                                 Notices to
Borrower and Indemnitor. Without amending, modifying or otherwise
affecting the provisions of the Loan Documents except as expressly set forth
herein, Lender shall, from and after the date of this Agreement, deliver any
notices to the “Borrower” or “Guarantor” which are required to be delivered
pursuant to the Loan Documents, or are otherwise delivered by Lender at Lender’s
sole discretion, to Borrower’s address or Substitute Indemnitor’s address set
forth above, as applicable. In addition, all references to the address of the “Borrower”
and all references to the address of the “Guarantor” in the Loan Documents are
hereby modified to refer to Borrower’s address or Substitute Indemnitor’s
address set forth above, as applicable.


 


12.                                 Release and
Covenant Not to Sue. Borrower and Original Indemnitor, on behalf of
themselves and their heirs, successors and assigns, hereby release and forever
discharge Lender, Original Lender, each of their respective predecessors in
interest and successors and assigns, together with any officers, directors,
partners, employees, investors, certificate holders and agents (including,
without limitation, servicers of the Loan) of each of the foregoing
(collectively, “Lender Parties”), from all
debts, accountings, bonds, warranties, representations, covenants, 


 


7





















 


promises, contracts,
controversies, agreements, claims, damages, judgments, executions, actions,
inactions, liabilities, demands or causes of action of any nature, at law or in
equity, known or unknown (the “Claims”),
which Borrower or Original Indemnitor now has by reason of any cause, matter or
thing through and including the date hereof arising out of or relating to: (a) the
Loan including, without limitation, its funding, administration and servicing; (b) the
Loan Documents; (c) the Property; (d) any reserve or escrow balances
held by Lender or any servicers of the Loan; and (e) the Transaction.
Borrower and Original Indemnitor, on behalf of themselves and their heirs,
successors and assigns, covenant and agree never to institute or cause to be
instituted or continue prosecution of any suit or other form of action or
proceeding of any kind or nature whatsoever against any of Lender Parties by
reason of or in connection with any of the foregoing matters, claims or causes
of action. Notwithstanding the foregoing, in the event Lender or any of the
other Lender Parties shall make any Claim against Borrower and/or Original
Indemnitor with respect to any occurrence, matter, circumstance, or set of
facts from which Lender Parties would be otherwise released pursuant to this Section 12,
this Section 12 shall not prevent Borrower and/or Original Indemnitor, as
applicable, from asserting any defense, affirmative defense, claim and/or
counterclaim against the applicable Lender Parties arising from the same
occurrence, matter, circumstance, or set of facts.


 


13.                                 Acknowledgment
of Indebtedness. This Agreement recognizes the reduction of the
principal amount of the Note and the payment of interest thereon to the extent
of payments made by Borrower prior to the date of this Agreement. The parties
acknowledge and agree that, as of the date of this Agreement, the unpaid
principal balance of the Note is $188,600,000.00 and interest on the Note is
paid through and including October 10, 2007. Borrower and Substitute
Indemnitor acknowledge and agree that the Loan, as evidenced and secured by the
Loan Documents, is a valid and existing indebtedness payable by Borrower to
Lender. The parties acknowledge that Lender is holding the following escrow or
reserve balances:


 


	
  Replacement
  Reserve:

  	
   

  	
  $

  	
  4,091,547.09

  	
   

  
	
  Tenant
  Improvement Reserve:

  	
   

  	
  $

  	
  7,177,994.39

  	
   

  
	
  Designated
  Lease Reserve:

  	
   

  	
  $

  	
  1,688,428.45

  	
   

  
	
  Underwritten
  Rent Escrow:

  	
   

  	
  $

  	
  13,049.22

  	
   

  



 


The
parties acknowledge and agree that Lender shall continue to hold the escrow and
reserve balances for the benefit of Borrower in accordance with the terms of
the Loan Documents. Original Indemnitor covenants and agrees that Lender
Parties have no further duty or obligation of any nature to Original Indemnitor
relating to such escrow or reserve balances. Original Indemnitor hereby
releases and forever discharges Lender Parties from any obligations to Original
Indemnitor relating to such escrow or reserve balances. Borrower and Substitute
Indemnitor acknowledge and agree that the funds listed above constitute all of
the reserve and escrow funds currently held by Lender with respect to the Loan
and authorize Lender to continue to hold such funds in an account controlled by
Lender for the benefit of Lender and Borrower in accordance with the terms and
conditions of the Loan Documents.


 


14.                                 Interest
Accrual Rate and Monthly Installment Payment Amount to Remain the Same. The parties
acknowledge and agree that the interest rate and the monthly payments set forth
in the Note shall remain unchanged. Prior to the occurrence of an Event of
Default hereunder or under the Loan Documents, interest shall accrue on the
principal balance outstanding from time to


 


8





















 


time at the interest rate
set forth in the Note (which does not include such amounts as may be
required to fund the escrow and reserve obligations under the terms of the Loan
Documents), and shall continue to be paid in accordance with the terms of the
Note.


 


15.                                 Modifications
of the Loan Documents.


 


a.                                       Any and all
references to “Beacon Capital Strategic Partners IV, L.P.” in the definition of
“Transfer” in Section 1.01 of the Mortgage are hereby replaced with “Behringer
Harvard Operating Partnership I LP.”


 


b.                                      Section 2.02(g)(vii) of
the Mortgage is hereby deleted in its entirety and the following substituted
instead:


 


“Borrower
and, if applicable, each General Partner, have been at all times, and intend to
be, adequately capitalized in light of the nature of their respective
businesses.”


 


c.                                       Exhibit E
to the Mortgage is hereby deleted in its entirety and replaced with the Exhibit E
attached hereto.


 


d.                                      Section 3
of Exhibit B to the Central Account Agreement is hereby deleted in its
entirety and the following substituted instead:


 


“Amounts
in excess of those required to be allocated to the Sub-Accounts as set forth
above shall, upon the direction of Lender, be disbursed on each Payment Date
and on the third (3rd) day of each
month to the following account:


 


Bank: Bank of America, N.A.

ABA #: 026009593

Account: One Financial Place Property LLC (disb)

Account #: 488-011-001-704”




16.                                 No Other  Modifications
of the Loan Documents.  Except
as specifically provided for herein, the parties acknowledge and agree that the
Transaction will not result in any modifications to the Loan Documents.


 


17.                                 Conditions. This
Agreement shall be of no force and effect until each of the following
conditions has been met to the complete satisfaction of Lender:


 


a.                                       Fees and
Expenses. Borrower shall pay, or cause to be paid (i) all
costs and expenses incident to the preparation and execution hereof and the
consummation of the transactions contemplated hereby, including reasonable
legal fees of Lender’s counsel, and (ii) a
transfer fee to Lender equal to $350,000.00, the next regularly scheduled
monthly payment due under the Loan, and the other fees and expenses outlined in
the beneficiary statement distributed to the parties by Lender.


 


9





















 


b.                                      Other
Conditions. Satisfaction of all requirements under the Loan
Documents for this transaction as determined by Lender and Lender’s counsel in
their reasonable discretion.


 


18.                                 Default.


 


a.                                       Breach. Any breach by
Borrower, Original Indemnitor or Substitute Obligors of the representations and
warranties contained herein shall constitute an Event of Default, subject to
cure rights prescribed for similar Events of Default in the Loan Documents.


 


b.                                      Failure to
Comply. Any failure by Borrower, Original Indemnitor or Substitute Obligors
to fulfill any one of the conditions set forth in this Agreement shall
constitute a default under this Agreement and an Event of Default, subject to
cure rights prescribed for similar Events of Default in the Loan Documents.


 


19.                                 Additional
Representations, Warranties and Covenants of Borrower and Substitute Obligors.  As a condition of this Agreement, Borrower
and Substitute Obligors, as applicable, represent and warrant to Lender, as of
the date hereof, as follows:


 


a.                                       Borrower is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and is
authorized to transact business and in good standing in the State of Illinois.
Borrower has full power and authority to enter into and carry out the terms of
this Agreement and to continue to carry out the terms of the Loan Documents.


 


b.                                      One Financial Place Holding LLC is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Delaware. One Financial Place Holding LLC is the Sole Member and
Manager of Borrower and has full power and authority to execute this Agreement
in its capacity as the manager of Borrower.


 


c.                                       Purchaser is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware.
Purchaser has full power and authority to enter into and carry out the terms of
this Agreement.


 


d.                                      Substitute
Indemnitor is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland. Substitute Indemnitor has
full power and authority to enter into this Agreement, to become obligated for
the obligations of Original Indemnitor under the Indemnity Agreement, and to
carry out the terms of the Indemnity Agreement.


 


e.                                       This Agreement
constitutes the legal, valid and binding obligations of Borrower and Substitute
Obligors enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally, and by general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law). Neither the entry into nor the
performance of and compliance with this Agreement has resulted or will result
in any violation of, or a conflict with or a default under, any judgment,
decree, order, mortgage, indenture, contract, agreement or lease by which
Borrower or Substitute Obligors or any


 


10





















 


property of Borrower or
Substitute Obligors are bound, or any statute, rule or regulation
applicable to Borrower or Substitute Obligors.


 


f.                                         There is no
action, proceeding or investigation pending or, to the best of Borrower and
Substitute Obligors’ knowledge, threatened which questions, directly or
indirectly, the validity or enforceability of this Agreement or the Loan
Documents.


 


g.                                      Borrower hereby
represents and warrants to Lender that Borrower will not permit the transfer of
any interest in Borrower to any person or entity (or any beneficial owner of
such entity) who is listed on the specifically Designated Nationals and Blocked
Persons List maintained by the Office of Foreign Asset Control, Department of
the Treasury pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079
(Sept. 25, 2001) or any other list of terrorists or terrorist organizations
maintained pursuant to any of the rules and regulations of Office of
Foreign Asset Control, Department of the Treasury or pursuant to any other
applicable Executive Orders (such lists are collectively referred to as the “OFAC Lists”). Borrower will not
knowingly enter into a lease with any party who is listed on the OFAC Lists.
Borrower shall immediately notify Lender if Borrower has knowledge that any
member or beneficial owner of Borrower is listed on the OFAC Lists or is (A) indicted
on or (B) arraigned and held over on charges involving money laundering or
predicate crimes to money laundering. Borrower shall immediately notify Lender
if Borrower knows that any tenant is listed on the OFAC Lists or (A) is
convicted on, (B) pleads nolo contendere to, (C) is indicted on, or (D) is
arraigned and held over on charges involving money laundering or predicate
crimes to money laundering. Borrower further represents and warrants to Lender
that Borrower is currently not on the OFAC list.


 


h.                                      No
representation or warranty of Borrower or Substitute Obligors made in this
Agreement contains any untrue statement of material fact or omits to state a
material fact known to Borrower or Substitute Obligors and  necessary in order to make
such representations and warranties not misleading in light of the
circumstances under which they are made.


 


Any
breach of Borrower or Substitute Obligors of any of the representations and
warranties shall constitute an Event of Default under the Mortgage and the Loan
Documents.


 


20.                                 Additional
Representations and Warranties of Seller.  As a condition of this Agreement, Seller represents and
warrants to Lender only (and not to any other party to the Agreement or any
other person or entity) as follows:


 


a.                                       Seller is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Delaware. Seller has full
power and authority to enter into and carry out the terms of this Agreement and
to carry out the Transfer.


 


b.                                      This Agreement,
the Purchase Agreement and all other documents executed by Seller in connection
therewith and herewith constitute legal, valid and binding obligations of Seller
enforceable against Seller in accordance with their respective terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Neither the
entry into nor the performance of and compliance with this Agreement, the
Purchase


 


11





















 


Agreement or the other
documents executed by Seller in connection therewith or herewith has resulted
or will result in any violation of, or a conflict with or a default under, any
judgment, decree, order, mortgage, indenture, contract, agreement or lease by
which Seller or any property of Seller is bound, or any statute, rule or
regulation applicable to Seller.


 


c.                                       No
representation or warranty of Seller made in this Agreement contains any untrue
statement of material fact or omits to state a material fact known to Seller
and necessary in order to make such representations and warranties not
misleading in light of the circumstances under which they are made.


 


21.                                 Additional
Representations and Warranties of Original Indemnitor.  As a condition of this Agreement, Original
Indemnitor represents and warrants to Lender only (and not to any other party
to the Agreement or any other person or entity) as follows:


 


a.                                       Original Indemnitor is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and is authorized to execute this Agreement.


 


b.                                      This Agreement
constitutes the legal, valid and binding obligation of Original Indemnitor
enforceable against Original Indemnitor in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Neither the
entry into nor the performance of and compliance with this Agreement has
resulted or will result in any violation of, or a conflict with or a default
under, any judgment, decree, order, mortgage, indenture, contract, agreement or
lease by which Original Indemnitor or any property of Original Indemnitor is
bound, or any statute, rule or regulation applicable to Original
Indemnitor.


 


c.                                       No
representation or warranty of Original Indemnitor made in this Agreement
contains any untrue statement of material fact or omits to state a material
fact known to Original Indemnitor and necessary in order to make such
representations and warranties not misleading in light of the circumstances
under which they are made.


 


22.                                 No Further
Consents. Borrower and Substitute Obligors acknowledge and
agree that Lender’s consent herein contained is expressly limited to the
Transaction as herein described, that such consents shall not waive or render
unnecessary Lender’s consent or approval of any subsequent sale, conveyance,
assignment or transfer of the Property or any interest therein (as defined in
the Mortgage), or any future substitution of indemnitor, and Borrower,
Substitute Obligors and Lender acknowledge and agree that Article IX of
the Mortgage shall continue in full force and effect, as modified in this
Agreement.


 


23.                                 Incorporation
of Recitals. Each of the Recitals set forth above in this
Agreement are incorporated herein and made a part hereof.


 


24.                                 Property
Remains as Security for Lender. All of the “Property” as
described and defined in the Mortgage shall remain in all respects subject to
the lien, charge or encumbrance of the Mortgage, and, except as set forth
herein, nothing herein contained and nothing done pursuant


 


12





















 


hereto shall affect or be
construed to release or affect the liability of any party or parties who may now
or hereafter be liable under or on account of the Note or the Mortgage, nor shall
anything herein contained or done in pursuance hereof affect or be construed to
affect any other security for the Note, if any, held by Lender.


 


25.                                 No Waiver by
Lender. Nothing contained herein shall be deemed a waiver of any of Lender’s
rights or remedies under the Note, the Mortgage, the Loan Documents or
applicable law.


 


26.                                 Captions. The headings
to the Sections of this Agreement have been inserted for convenience of
reference only and shall in no way modify or restrict any provisions hereof or
be used to construe any such provisions.


 


27.                                 Partial
Invalidity. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws, such provision
shall be fully severable, and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised a part of
this Agreement.


 


28.                                 Entire
Agreement. This Agreement and the documents contemplated to
be executed herewith constitutes the entire agreement among the parties hereto
with respect to the Transaction and shall not be amended unless such amendment
is in writing and executed by each of the parties. This Agreement supersedes
all prior negotiations regarding the subject matter hereof. This Agreement may not
be amended, revised, waived, discharged, released or terminated orally, but
only by a written instrument or instruments executed by the party against which
enforcement of the amendment, revision, waiver, discharge, release or
termination is asserted. Any alleged amendment, revision, waiver, discharge,
release or termination which is not so documented shall not be effective as to
any party.


 


29.                                 Binding Effect. This
Agreement and the documents contemplated to be executed in connection herewith
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that the foregoing
provisions of this Section shall not be deemed to be a consent by Lender
to any further sale, conveyance, assignment or transfer of the Property or any
interest therein (as defined in the Mortgage), except to the extent permitted
in the Loan Documents or herein.


 


30.                                 Multiple
Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be an original, but all of which, taken
together, will constitute one and the same Agreement.


 


31.                                 Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Illinois.


 


32.                                 Effective Date. This
Agreement shall be effective as of the date of its execution by the parties
hereto and thereupon is incorporated into the terms of the Loan Documents.


 


33.                                 Time of Essence. Time is of
the essence with respect to all provisions of this Agreement.


 


13





















 


34.                                 Cumulative
Remedies. All remedies contained in this Agreement are
cumulative and Lender shall also have all other remedies provided at law and in
equity or in the Mortgage and the Loan Documents. Such remedies may be
pursued separately, successively or concurrently at the sole subjective
direction of Lender and may be exercised in any order and as often as
occasion therefor shall arise.


 


35.                                 Construction. Each party
hereto acknowledges that it has participated in the negotiation of this
Agreement and that no provision shall be construed against or interpreted to
the disadvantage of any party. Each of the parties has had sufficient time to
review this Agreement, have been represented by legal counsel at all times,
have entered into this Agreement voluntarily and without fraud, duress, undue
influence or coercion of any kind. No representations or warranties have been
made by Lender to any party except as set forth in this Agreement.


 


36.                                 Non-Recourse. The
provisions of Section 18.32 of the Mortgage shall apply to the
representations, warranties, covenants and obligations of Borrower set forth in
this Agreement and such provisions are incorporated herein by reference.


 


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LEFT BLANK]


 


14

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first aforesaid.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  ONE
  FINANCIAL PLACE PROPERTY LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  One
  Financial Place Holding LLC,

  a Delaware limited liability company,

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



[SIGNATURES CONTINUE ON NEXT PAGE]


 





















[SIGNATURES CONTINUED FROM PREVIOUS
PAGE]


 


	
   

  	
  ORIGINAL INDEMNITOR:

  
	
   

  
	
   

  	
  BEACON
  CAPITAL STRATEGIC PARTNERS

  IV, L.P., a Delaware limited partnership

  
	
   

  
	
   

  	
  By:

  	
  BCP
  Strategic Partners IV, L.P., a Delaware

  limited partnership, General Partner

  
	
   

  
	
   

  	
  By:

  	
  BCP
  Strategic Partners IV GP, LLC, a

  Delaware limited liability company,

  General Partner

  
	
   

  
	
   

  	
  By:

  	
  Beacon
  Capital Partners, LLC, a

  Delaware limited liability

  company, Sole Member

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Nancy
  J. Broderick

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  
								



 


[SIGNATURES CONTINUE ON NEXT PAGE]


 





















 


[SIGNATURES CONTINUED FROM PREVIOUS
PAGE]


 


	
   

  	
  SELLER:

  
	
   

  
	
   

  	
  BCSP
  IV U.S. INVESTMENTS, L.P.,

  a Delaware limited partnership

  
	
   

  
	
   

  	
  By:

  	
  BCSP
  REIT IV, Inc., a Maryland

  corporation, General Partner

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Nancy
  J. Broderick

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  
					



 


[SIGNATURES CONTINUE ON NEXT PAGE]


 





















 


[SIGNATURES CONTINUED FROM PREVIOUS
PAGE]


 


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD ONE FINANCIAL

  PLAZA CHICAGO, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



[SIGNATURES CONTINUE ON NEXT PAGE]


 





















 


[SIGNATURES CONTINUED FROM PREVIOUS
PAGE]


 


 


	
   

  	
  SUBSTITUTE INDEMNITOR:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD REIT I, INC.,

  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  



 


[SIGNATURES CONTINUE ON NEXT PAGE]


 





















 


[SIGNATURES CONTINUED FROM PREVIOUS
PAGE]


 


 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, N.A. as Trustee under

  the PSA for the Registered Holders of Wachovia

  Bank Commercial Mortgage Trust, Commercial

  Mortgage Pass-Through Certificates, Series

  2006-C27

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wachovia
  Bank, National Association,

  as Master Servicer under the PSA

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT E


 


Form of Direction Letter


 


One Financial Place Property
LLC

c/o Behringer Harvard Operating Partnership I LP

15601 Dallas Parkway, Suite 600

Addison, Texas 75001


 


November      ,
2007


 


To:                              All Tenants


 


Re:                               Your lease (the “Lease”) at that certain property located at
One Financial Place, Chicago, Illinois (the “Property”)


 


Ladies
and Gentlemen:


 


This
letter shall constitute notice to you that One Financial Place Property LLC, a
Delaware limited liability company and the landlord under your Lease (“Landlord”) has granted a security interest
in the Lease and all rents, additional rent and all other monetary obligations
to the landlord thereunder (collectively, “Rent”)
in favor of its lender, WELLS FARGO BANK, N.A. as Trustee under that certain
Pooling and Servicing Agreement dated as of August 1, 2006 (the “PSA”), for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-C27 (“Lender”)
to secure certain of Landlord’s obligations to Lender. Landlord hereby
instructs and authorizes you to disregard any and all previous notices sent to
you in connection with Rent and hereafter to pay all Rent payable pursuant to
the Lease to ONE FINANCIAL PLACE PROPERTY LLC
at the following address:


 


Standard Mail:

One Financial Place Property LLC

14387 Collections Center Drive

Chicago, IL 
60693


 


Overnight Mail:

Bank of America Lockbox Services

14387 Collections Center Drive

Chicago, IL 
60693


 


Or, if you prefer to pay by
wire transfer, please direct the wire for Rent to:


 


Bank of America

ABA # 026-009-593

Acct. Name: One Financial Place Property LLC


 

















 


Acct. # 488-011-001-461

Please be sure to reference Tenant’s Name
in all wires


 


Please
take particular care in making your checks payable to One Financial Place
Property LLC because only checks made payable to One Financial Place Property
LLC will be credited against sums due by you to Landlord. Until otherwise
advised in writing by Landlord and Lender (or its successor), you should
continue to make your payments for rent and other sums as directed by the terms
of this letter.


 


Thank
you in advance for your cooperation.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ONE
  FINANCIAL PLACE PROPERTY LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  One
  Financial Place Holding LLC,

  a Delaware limited liability company,

  Manager

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: