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
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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.
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B.
OTHER CONDITIONS. SATISFACTION OF ALL
REQUIREMENTS UNDER THE LOAN DOCUMENTS FOR THIS TRANSACTION AS DETERMINED