Exhibit
10.44


 


Freddie Mac Loan
Number:  504180657


Freddie Mac Deal Number:
100101


 


MULTIFAMILY
REVOLVING CREDIT NOTE


MULTISTATE — ADJUSTABLE RATE


(REVISION DATE 8-10-2009; specially modified on
3-19-2010)


 




	
  US $150,000,000.00

  	
   

  	
  Effective Date:
  March 26, 2010

  






 


FOR VALUE RECEIVED, the
undersigned (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more
than one), promises to pay to the order of NORTHMARQ CAPITAL, LLC, a Minnesota
limited liability company (“NorthMarq”),
the principal sum of One Hundred Fifty Million Dollars
(US $150,000,000.00), or so much thereof as shall have been advanced or
re-advanced under that certain Credit Agreement, with interest on the unpaid
principal balance, as hereinafter provided.


 


1.             Defined Terms.


 


(a)           As used in this Note:


 


“Adjustable Interest Rate” means (i) the
Base Rate, and/or (ii) the Prime Rate, each as provided in the Credit
Agreement.  However, in no event will the Adjustable
Interest Rate exceed the Maximum Interest Rate.


 


“Base Recourse” means  a portion of the Indebtedness equal to
zero percent (0%) of the original principal balance of this Note.


 


“Default Rate” means a variable annual
interest rate equal to four (4) percentage points above the Adjustable
Interest Rate in effect from time to time. 
However, at no time will the Default Rate exceed the Maximum Interest
Rate.


 


“Installment Due Date” means, for any
monthly installment of interest only or principal and interest, the date on
which such monthly installment is due and payable pursuant to Section 3 of
this Note. The “First Installment Due Date”
under this Note is May 1, 2010.


 


“Lender” means the holder from time to time of this Note.


 


“Loan” means the loan evidenced by this
Note.


 


1

















 


“Maximum Interest Rate” means the rate of
interest that results in the maximum amount of interest allowed by applicable
law.


 


“Related Party” shall mean: 
(i) any Borrower; (ii) any person or entity that holds,
directly or indirectly, any ownership interest in or right to manage Borrower,
including without limitation, any shareholder, member or partner of Borrower; (iii) any
person or entity in which any ownership interest (direct or indirect) or right
to manage is held by Borrower or any partner, shareholder or member of, or any
other person or entity holding an interest in, Borrower; and (iv) any
other creditor of Borrower that is related by blood, marriage or adoption to
Borrower, or any partner, shareholder or member of, or any other person or
entity holding an interest in, Borrower.


 


“Rent” shall have the meaning set forth in the Security
Instrument.


 


“Transfer” shall have the meaning set forth in the Security
Instrument.


 


(b)           Other capitalized terms used but not defined in this
Note shall have the meanings given to such terms in the Credit Agreement or, if
not defined therein, in the Security Instrument (as defined in the Credit
Agreement).


 


2.             Address for Payment. 
All payments due under this Note shall be payable by wire transfer of
immediately available funds to an account specified by Lender, whose address is
NorthMarq Capital, Inc., 3500 American Boulevard West, Suite 500,
Bloomington, Minnesota 55431, or such other place or account as may be
designated by Notice to Borrower from or on behalf of Lender.


 


3.             Payments.


 


(a)           Interest will accrue on the outstanding principal
balance of this Note at the Adjustable Interest Rate, subject to the provisions
of Section 8 of this Note.


 


(b)           Interest under this Note shall be computed, payable
and allocated on the basis of an actual/360 interest calculation schedule.  Each monthly payment of principal and
interest will first be applied to pay in full interest due, and the balance of
the monthly payment paid by Borrower will be credited to principal.


 


(c)           The Installment Due Date for the first monthly
installment payment under Section 3(d) of interest only or principal
and interest, as applicable, will be the First Installment Due Date


 


2

















 


set forth in Section 1(a) of
this Note.  Except as provided in Section 10,
accrued interest will be payable in arrears.


 


(d)           Beginning on the First Installment Due
Date, and continuing until and including the monthly installment due on the
Maturity Date, accrued interest only shall be payable by Borrower in
consecutive monthly installments due and payable on the first day of each
calendar month. The amount of the monthly installment of interest only payable
pursuant to this Section 3(d) on an Installment Due Date shall equal
the sum of the annual interest on the unpaid principal balance of each Base
Rate Borrowing Tranche and Prime Rate Borrowing Tranche outstanding from time
to time during the Interest Period immediately preceding the Installment Due
Date at the applicable Adjustable Interest Rate(s) in effect for such
Interest Period, divided by 360, for each of the days in such Interest Period.


 


(e)           All remaining Indebtedness, including all principal
and interest, shall be due and payable by Borrower on the Maturity Date.


 


(f)            Lender shall provide Borrower with Notice, given in
the manner specified in the Credit Agreement, of the amount of each monthly
installment due under this Note. 
However, if Lender has not provided Borrower with prior notice of the
monthly payment due on any Installment Due Date, then Borrower shall pay on
that Installment Due Date an amount equal to the monthly installment payment
for which Borrower last received notice. 
If Lender at any time determines that Borrower has paid one or more monthly
installments in an incorrect amount because of the operation of the preceding
sentence, or because Lender has miscalculated the Adjustable Interest Rate or
has otherwise miscalculated the amount of any monthly installment, then Lender
shall give notice to Borrower of such determination.  If such determination discloses that Borrower
has paid less than the full amount due for the period for which the
determination was made, Borrower, within 30 calendar days after receipt of the
notice from Lender, shall pay to Lender the full amount of the deficiency.  If such determination discloses that Borrower
has paid more than the full amount due for the period for which the
determination was made, then the amount of the overpayment shall be credited to
the next installment(s) of interest only or principal and interest, as
applicable, due under this Note (or, if an Event of Default has occurred and is
continuing, such overpayment shall be credited against any amount owing by
Borrower to Lender).


 


(g)           All payments under this Note shall be made in
immediately available U.S. funds.


 


(h)           Any regularly scheduled monthly installment of
interest only or principal and interest payable pursuant to this Section 3
that is received by Lender before the date it is due shall be deemed to have
been received on the due date for the purpose of calculating interest due.


 


(i)            Any accrued interest remaining past due for 30 days or
more, at Lender’s discretion, may be added to and become part of the unpaid
principal balance of this Note and any


 


3

















 


reference to “accrued
interest” shall refer to accrued interest which has not become part of the
unpaid principal balance.  Any amount
added to principal pursuant to the Loan Documents shall bear interest at the
applicable rate or rates specified in this Note and shall be payable with such
interest upon demand by Lender and absent such demand, as provided in this Note
for the payment of principal and interest.


 


(j)            In accordance with Section 14, interest charged
under this Note cannot exceed the Maximum Interest Rate.   If the Adjustable Interest Rate at any time
exceeds the Maximum Interest Rate, resulting in the charging of interest
hereunder to be limited to the Maximum Interest Rate, then any subsequent
reduction in the Adjustable Interest Rate shall not reduce the rate at which
interest under this Note accrues below the Maximum Interest Rate until the
total amount of interest accrued hereunder equals the amount of interest which
would have accrued had the Adjustable Interest Rate at all times been in
effect.


 


4.             Application of Payments.  If at any time Lender receives, from Borrower or
otherwise, any amount applicable to the Indebtedness which is less than all
amounts due and payable at such time, Lender may apply the amount received to
amounts then due and payable in any manner and in any order determined by
Lender, in Lender’s discretion.  Borrower
agrees that neither Lender’s acceptance of a payment from Borrower in an amount
that is less than all amounts then due and payable nor Lender’s application of
such payment shall constitute or be deemed to constitute either a waiver of the
unpaid amounts or an accord and satisfaction.


 


5.             Security.  The Indebtedness is secured by, among other things, the
Security Instrument and the Credit Agreement, and reference is made to the
Security Instrument and the Credit Agreement for other rights of Lender as to
collateral for the Indebtedness.


 


6.             Acceleration.  If an Event of Default has occurred and is continuing,
the entire unpaid principal balance, any accrued interest, any prepayment
premium payable under the Credit Agreement, if any, and all other amounts
payable under this Note, the Credit Agreement and any other Loan Document,
shall at once become due and payable, at the option of Lender, without any
prior notice to Borrower (except if notice is required by applicable law, then
after such notice).  Lender may exercise
this option to accelerate regardless of any prior forbearance.  For purposes of exercising such option,
Lender shall calculate the prepayment premium, if any, as if prepayment
occurred on the date of acceleration.  If
prepayment occurs thereafter, Lender shall recalculate the prepayment premium,
if any, as of the actual prepayment date.


 


7.             Late Charge.


 


(a)           If any monthly installment of interest or
principal and interest or other amount payable under this Note, the Credit
Agreement, the Security Instrument or any other Loan Document, other than the
outstanding principal balance of the Loan due and payable on the Maturity Date,
is not received in full by Lender within five (5) days after the
installment or other


 


4

















 


amount is due,
counting from and including the date such installment or other amount is due
(unless applicable law requires a longer period of time before a late charge
may be imposed, in which event such longer period shall be substituted),
Borrower shall pay to Lender, immediately and without demand by Lender, a late
charge equal to five percent (5%) of such installment or other amount due
(unless applicable law requires a lesser amount be charged, in which event such
lesser amount shall be substituted).


 


(b)           Borrower acknowledges that its failure to make timely
payments will cause Lender to incur additional expenses in servicing and
processing the Loan and that it is extremely difficult and impractical to
determine those additional expenses. 
Borrower agrees that the late charge payable pursuant to this Section represents
a fair and reasonable estimate, taking into account all circumstances existing
on the date of this Note, of the additional expenses Lender will incur by
reason of such late payment.  The late
charge is payable in addition to, and not in lieu of, any interest payable at
the Default Rate pursuant to Section 8.


 


8.             Default Rate.


 


(a)           So long as (i) any monthly
installment under this Note remains past due for thirty (30) days or more or (ii) any
other Event of Default has occurred and is continuing, then notwithstanding anything
in Section 3 of this Note to the contrary, interest under this Note shall
accrue on the unpaid principal balance from the Installment Due Date of the
first such unpaid monthly installment or the occurrence of such other Event of
Default, as applicable, at the Default
Rate.


 


(b)           From and after the Maturity Date, the unpaid principal
balance shall continue to bear interest at the Default Rate until and including
the date on which the entire principal balance is paid in full.


 


(c)           Borrower acknowledges that (i) its failure to
make timely payments will cause Lender to incur additional expenses in
servicing and processing the Loan, (ii) during the time that any monthly
installment under this Note is delinquent for thirty (30) days or more, Lender
will incur additional costs and expenses arising from its loss of the use of
the money due and from the adverse impact on Lender’s ability to meet its other
obligations and to take advantage of other investment opportunities; and (iii) 
it is extremely difficult and impractical to determine those additional costs
and expenses.  Borrower also acknowledges
that, during the time that any monthly installment under this Note is
delinquent for thirty (30) days or more or any other Event of Default has
occurred and is continuing, Lender’s risk of nonpayment of this Note will be
materially increased and Lender is entitled to be compensated for such
increased risk.  Borrower agrees that the
increase in the rate of interest payable under this Note to the Default Rate
represents a fair and reasonable estimate, taking into account all
circumstances existing on the date of this Note, of the additional costs and
expenses Lender will incur by reason of the


 


5

















 


Borrower’s
delinquent payment and the additional compensation Lender is entitled to
receive for the increased risks of nonpayment associated with a delinquent
loan.


 


9.             Limits on Personal Liability.


 


(a)           Except as otherwise provided in this Section 9 or
in any guaranty, Borrower shall have no personal liability under this Note, the
Security Instrument, the Credit Agreement, or any other Loan Document for the
repayment of the Indebtedness or for the performance of any other obligations
of Borrower under the Loan Documents and Lender’s only recourse for the
satisfaction of the Indebtedness and the performance of such obligations shall
be Lender’s exercise of its rights and remedies with respect to the Collateral
Pool Properties and to any other collateral held by Lender as security for the
Indebtedness.  This limitation on
Borrower’s liability shall not limit or impair Lender’s enforcement of its
rights against any guarantor of the Indebtedness or any guarantor of any other
obligations of Borrower.


 


(b)           Borrower shall be personally liable to Lender for the
amount of the Base Recourse, plus any other amounts for which Borrower has
personal liability under this Section 9.


 


(c)           In addition to the Base Recourse, Borrower shall be
personally liable to Lender for the repayment of a further portion of the
Indebtedness equal to any loss or damage suffered by Lender as a result of the
occurrence of any of the following events:


 


(i)            Borrower fails to pay to Lender upon demand after an
Event of Default all Rents to which Lender is entitled under Section 3(a) of
the Security Instrument and the amount of all security deposits collected by
Borrower from tenants then in residence. 
However, Borrower will not be personally liable for any failure
described in this subsection (i) if Borrower is unable to pay to
Lender all Rents and security deposits as required by the Security Instrument
because of a valid order issued in a bankruptcy, receivership, or similar
judicial proceeding.


 


(ii)           Borrower fails to apply all insurance proceeds and
condemnation proceeds as required by the Security Instrument.  However, Borrower will not be personally
liable for any failure described in this subsection (ii) if Borrower
is unable to apply insurance or condemnation proceeds as required by the
Security Instrument because of a valid order issued in a bankruptcy,
receivership, or similar judicial proceeding.


 


(iii)          Borrower fails to comply with Section 14(g) or
(h) of the Security Instrument relating to the delivery of books and
records, statements, schedules and reports.


 


6

















 


(iv)          Borrower fails to pay when due in
accordance with the terms of the Security Instrument the amount of any  item below marked “Deferred”; provided however, that if no
item is marked “Deferred”, this Section 9(c)(iv) shall be of no force
or effect.


 


[Deferred]              Hazard Insurance premiums or other insurance premiums,


[Collect]                 Taxes,


[Deferred]              water and sewer charges (that could become a lien on
the Mortgaged Property),


[Collect]                 ground rents, if applicable


[Deferred]              assessments
or other charges (that could become a lien on the Mortgaged Property)


 


(d)           In addition to the Base Recourse, Borrower shall be
personally liable to Lender for:


 


(i)            the performance of all of Borrower’s obligations under
Section 18 of the Security Instrument (relating to environmental matters);


 


(ii)           the costs of any audit under Section 14(g) of
the Security Instrument;


 


(iii)          any costs and expenses incurred by Lender in
connection with the collection of any amount for which Borrower is personally
liable under this Section 9, including Attorneys’ Fees and Costs and the
costs of conducting any independent audit of Borrower’s books and records to
determine the amount for which Borrower has personal liability; and


 


(iv)          the amount of, and any loss or damage suffered by
Lender by reason of any failure to fully and timely pay, all intangible,
documentary stamp, recordation, transfer, or similar taxes, if any, imposed in
connection with the Loan or any advances thereof, the Credit Agreement, this Note,
the Security Instruments, any default under any Loan Document, or any other
transaction relating to or arising out of the Loan, plus all interest,
penalties and fines that may be or may become due.


 


(e)            All payments made by Borrower with respect to the
Indebtedness and all amounts received by Lender from the enforcement of its
rights under the Security Instrument and the other Loan Documents shall be
applied first to the portion of the Indebtedness for which Borrower has no
personal liability.


 


(f)            Notwithstanding the Base Recourse, Borrower shall
become personally liable to Lender for the repayment of all of the Indebtedness
upon the occurrence of any of the following Events of Default:


 


7

















 


(i)            Borrower’s ownership of any property or operation of
any business not permitted by Section 33 of the Security Instrument or Section 7.1.5
of the Credit Agreement;


 


(ii)           a Transfer (including, but not limited to, a lien or
encumbrance) that is an Event of Default under Section 21 of the Security
Instrument, other than a Transfer consisting solely of the involuntary removal
or involuntary withdrawal of a general partner in a limited partnership or a
manager in a limited liability company; or


 


(iii)          fraud or written material misrepresentation by
Borrower or any officer, director, partner, member or employee of Borrower in
connection with the application for or creation of the Indebtedness or any
request for any action or consent by Lender.


 


(g)           Notwithstanding the Base Recourse, Borrower shall
become personally liable to Lender for the repayment of all of the Indebtedness
upon the occurrence of any of the following events:


 


(i)            any Borrower voluntarily files for bankruptcy
protection under the United States Bankruptcy Code; or


(ii)           any Borrower voluntarily becomes subject to any
reorganization, receivership, insolvency proceeding, or other similar
proceeding pursuant to any other federal or state law affecting debtor and
creditor rights; or


(iii)          an order of relief is entered against any Borrower
pursuant to the United States Bankruptcy Code or other federal or state law
affecting debtor and creditor rights in any involuntary bankruptcy proceeding
initiated or joined in by a Related Party (provided, that if such Borrower or
any Related Party has solicited creditors to initiate or participate in any
proceeding referred to in this Section 9, regardless of whether any of the
creditors solicited actually initiates or participates in the proceeding, then
such proceeding shall be considered as having been initiated by a Related
Party).


 


(h)           To the extent that Borrower has personal liability
under this Section 9, Lender may exercise its rights against Borrower
personally without regard to whether Lender has exercised any rights against
the Collateral Pool Properties or any other security, or pursued any other
rights available to Lender under this Note, the Credit Agreement, the Security
Instrument, any other Loan Document or applicable law.  To the fullest extent permitted by applicable
law, in any action to enforce Borrower’s personal liability under this Section 9,
Borrower waives any right to set off the value of the Collateral Pool
Properties against such personal liability.


 


8














 


10.          Voluntary and Involuntary Prepayments.  Borrower may
prepay this Note in whole or in part only in accordance with the terms of the
Credit Agreement.  A prepayment premium
shall be due and payable by Borrower in connection with any prepayment of
principal under this Note in accordance with the Credit Agreement.


 


11.          Costs and Expenses.  To the fullest extent allowed by
applicable law, Borrower shall pay all expenses and costs, including Attorneys’
Fees and Costs incurred by Lender as a result of any default under this Note or
in connection with efforts to collect any amount due under this Note, or to
enforce the provisions of any of the other Loan Documents, including those
incurred in post-judgment collection efforts and in any bankruptcy proceeding (including
any action for relief from the automatic stay of any bankruptcy proceeding) or
judicial or non-judicial foreclosure proceeding.


 


12.          Forbearance.  Any forbearance by Lender in exercising any
right or remedy under this Note, the Credit Agreement, the Security Instrument,
or any other Loan Document or otherwise afforded by applicable law, shall not
be a waiver of or preclude the exercise of that or any other right or
remedy.  The acceptance by Lender of any
payment after the due date of such payment, or in an amount which is less than
the required payment, shall not be a waiver of Lender’s right to require prompt
payment when due of all other payments or to exercise any right or remedy with
respect to any failure to make prompt payment. 
Enforcement by Lender of any security for Borrower’s obligations under
this Note shall not constitute an election by Lender of remedies so as to
preclude the exercise of any other right or remedy available to Lender.


 


13.          Waivers.  Borrower and all endorsers and guarantors
of this Note and all other third party obligors waive presentment, demand,
notice of dishonor, protest, notice of acceleration, notice of intent to demand
or accelerate payment or maturity, presentment for payment, notice of
nonpayment, grace, and diligence in collecting the Indebtedness.


 


14.          Loan Charges.  Neither this Note, the Credit
Agreement nor any of the other Loan Documents shall be construed to create a
contract for the use, forbearance or detention of money requiring payment of
interest at a rate greater than the Maximum Interest Rate.  If any applicable law limiting the amount of
interest or other charges permitted to be collected from Borrower in connection
with the Loan is interpreted so that any interest or other charge provided for
in the Credit Agreement or any other Loan Document, whether considered
separately or together with other charges provided for in the Credit Agreement
or any other Loan Document, violates that law, and Borrower is entitled to the
benefit of that law, that interest or charge is hereby reduced to the extent
necessary to eliminate that violation. 
The amounts, if any, previously paid to Lender in excess of the
permitted amounts shall be applied by Lender to reduce the unpaid principal
balance of this Note. For the purpose of determining whether any applicable law
limiting the amount of interest or other charges permitted to be collected from
Borrower has been violated, all Indebtedness that constitutes interest, as well
as all other charges 


 


9

















 


made in connection
with the Indebtedness that constitute interest, shall be deemed to be allocated
and spread ratably over each Base Rate Borrowing Tranche and Prime Rate
Borrowing Tranche comprising this Note, if any, over the stated term of this
Note.  Unless otherwise required by
applicable law, such allocation and spreading shall be effected in such a
manner that the rate of interest so computed is uniform throughout the stated
term of this Note.


 


15.          Commercial Purpose.  Borrower represents that Borrower is
incurring the Indebtedness solely for the purpose of carrying on a business or
commercial enterprise, and not for personal, family, household, or agricultural
purposes.


 


16.          Counting of Days.  Except where otherwise specifically
provided, any reference in this Note to a period of “days” means calendar days,
not Business Days.


 


17.          Governing Law.  This Note shall be governed by the laws
of the Commonwealth of Virginia.


 


18.          Captions.  The captions of the Sections of this
Note are for convenience only and shall be disregarded in construing this Note.


 


 


19.          Notices; Written Modifications.


 


(a)           All Notices, demands and other communications required
or permitted to be given pursuant to this Note shall be given in accordance
with the Credit Agreement.


 


(b)           Any modification or amendment to this Note shall be
ineffective unless in writing signed by the party sought to be charged with
such modification or amendment.


 


20.          Consent to Jurisdiction and Venue.  Borrower
agrees that any controversy arising under or in relation to this Note may be
litigated in the courts of the Commonwealth of Virginia.  The state and federal courts and authorities
with jurisdiction in the Commonwealth of Virginia shall have jurisdiction over
all controversies that shall arise under or in relation to this Note.  Borrower irrevocably consents to service,
jurisdiction, and venue of such courts for any such litigation and waives any
other venue to which it might be entitled by virtue of domicile, habitual
residence or otherwise.  However, nothing
in this Note is intended to limit any right that Lender may have to bring any
suit, action or proceeding relating to matters arising under this Note in any
court of any other jurisdiction.


 


21.          WAIVER OF TRIAL BY JURY.  BORROWER
AND LENDER EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO
ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS
LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND 


 


10

















 


(B) WAIVES
ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY
SUCH RIGHT EXISTS NOW OR IN THE FUTURE. 
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY,
KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


22.          Borrowing Tranches.  The holder of this Note is authorized to
record on Schedule A annexed hereto and incorporated herein by reference, or on
a continuation thereof, the date, and the correct amount of each Base Rate Borrowing
Tranche and Prime Rate Borrowing Tranche made pursuant to the Credit Agreement;
provided, however, that the failure to make any such recordation shall not
affect the obligations of Lender or Borrower in respect of such Base Rate
Borrowing Tranche and Prime Rate Borrowing Tranche.


 


23.          Joinder.  In accordance with the provisions set forth
in the Credit Agreement, certain Affiliates of Borrower may become liable under
this Note, the Credit Agreement and the other Loan Documents by executing (a) a
separate Allonge to this Note, (b) a joinder agreement in form satisfactory to
Lender, and (c) any other documents reasonably required by Lender to evidence
and/or secure such Affiliate’s obligations hereunder, the Credit Agreement or
under the other Loan Documents, all as set forth in the Credit Agreement.


 


24.          Credit Agreement. In the event that the terms of this Note directly conflict with the
terms of the Credit Agreement, the terms of the Credit Agreement shall control.


 


ATTACHED SCHEDULES.  The following Schedules are attached to this
Note:


 


x           Schedule A           Base
Rate Borrowing Tranches and Prime Rate Borrowing Tranches


 


[Signatures
Commence on the Following Page]


 


11

















 


IN
WITNESS WHEREOF,
and in consideration of the Lender’s agreement to lend Borrower the principal
amount set forth above, Borrower has signed and delivered this Note under seal
or has caused this Note to be signed and delivered under seal by its duly
authorized representative.  Borrower
intends that this Note shall be deemed to be signed and delivered as a sealed
instrument.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD MULTIFAMILY
  OP I LP, a
  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By: BHMF, Inc., a
  Delaware corporation

  
	
   

  	
  Its: General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  T. Alfieri

  
	
   

  	
  Name: Mark T. Alfieri

  
	
   

  	
  Title: Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  20-5734428

  
	
   

  	
  Borrower’s Employer ID
  Number

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD ORANGE, LLC (doing business as Grand Reserve
  Orange), a Delaware limited liability
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  T. Alfieri

  
	
   

  	
  Name: Mark T. Alfieri

  
	
   

  	
  Title: Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  27-1174552

  
	
   

  	
  Borrower’s Employer ID
  Number

  



 


12

















 


SCHEDULE A


 


BASE RATE BORROWING
TRANCHES/PRIME RATE BORROWING TRANCHES


 


	
  Date
  of Advance/

  Repayment

  	
   

  	
  Base Rate 

  Borrowing Tranche

  	
   

  	
  Repayment 

  Amount

  	
   

  	
  Principal 

  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Date
  of Advance/

  Repayment

  	
   

  	
  Prime Rate

  Borrowing Tranche

  	
   

  	
  Repayment

  Amount

  	
   

  	
  Principal

  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1

















 


Freddie Mac Loan Number:  504180657

Freddie Mac Deal Number: 100101


 


The following endorsement is attached to that certain
Revolving Credit Note executed by BEHRINGER HARVARD
MULTIFAMILY OP I LP, a Delaware limited partnership, and BEHRINGER HARVARD
ORANGE, LLC (doing business as Grand Reserve Orange), a Delaware limited liability company,
in favor of the undersigned.


 


PAY TO THE ORDER OF Federal Home Loan Mortgage
Corporation, a corporation organized and existing under the laws of the United
States, as of the 26th day of March, 2010.


 


 


	
   

  	
  NORTHMARQ CAPITAL, LLC, a Minnesota limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul W. Cairns

  
	
   

  	
  Name:  Paul
  W. Cairns

  
	
   

  	
  Title:  SVP

  



 


B-1