Exhibit 10.3
GUARANTY OF RECOURSE OBLIGATIONS
made by
BEHRINGER HARVARD OPPORTUNITY REIT I, INC.
as guarantor,
in favor of
CITIGROUP GLOBAL MARKETS REALTY CORP.
Dated as of June 8, 2007
GUARANTY OF RECOURSE OBLIGATIONS
This GUARANTY (this "Guaranty"), dated as of June 8, 2007, made by BEHRINGER
HARVARD OPPORTUNITY REIT I, INC. a Maryland corporation ("Behringer REIT"),
having an address at Behringer Harvard Holdings, LLC, 15601 Dallas Parkway,
Suite 600, Addison, Texas 75001, ("Guarantor"), in favor of CITIGROUP GLOBAL
MARKETS REALTY CORP., a New York corporation (together with its successors and
assigns, hereinafter referred to as "Lender"), having an address at 388
Greenwich Street, Floor 11, New York, New York
10013.
R E C I T A L S:
A.
Pursuant to that certain Loan Agreement
dated as of the date hereof (as the same may be amended, modified, supplemented
or replaced from time to time, the "Loan Agreement") between BEHRINGER HARVARD
SANTA CLARA LP, a Delaware limited partnership ("Borrower") and Lender, Lender
has agreed to make a loan (the "Loan") to Borrower in the maximum principal
amount of up to $59,500,000.00 or so much thereof as may be advanced from time
to time, subject to the terms and conditions of the Loan Agreement;
B.
As a condition to Lender's making the
Loan, Lender is requiring that Guarantor execute and deliver to Lender this
Guaranty; and
C.
Guarantor hereby acknowledges that it
will materially benefit from Lender's agreeing to make the Loan;
NOW, THEREFORE, in consideration of the premises set forth herein and as an
inducement for and in consideration of the agreement of Lender to make the Loan
pursuant to the Loan Agreement, Guarantor hereby agrees, covenants, represents
and warrants to Lender as follows:
1.
DEFINITIONS.
(A)
ALL CAPITALIZED TERMS USED AND NOT DEFINED
HEREIN SHALL HAVE THE RESPECTIVE MEANINGS GIVEN SUCH TERMS IN THE LOAN
AGREEMENT.
(B)
THE TERM "GUARANTEED OBLIGATIONS" MEANS
BORROWER'S RECOURSE LIABILITIES (THE "RECOURSE LIABILITY GUARANTEED
OBLIGATIONS").
2.
GUARANTY.
(A)
GUARANTOR HEREBY IRREVOCABLY, ABSOLUTELY
AND UNCONDITIONALLY GUARANTEES TO LENDER THE FULL, PROMPT AND COMPLETE PAYMENT
WHEN DUE OF THE GUARANTEED OBLIGATIONS.
(B)
ALL SUMS PAYABLE TO LENDER UNDER THIS
GUARANTY SHALL BE PAYABLE ON DEMAND AND WITHOUT REDUCTION FOR ANY OFFSET, CLAIM,
COUNTERCLAIM OR DEFENSE.
(C)
GUARANTOR HEREBY AGREES TO INDEMNIFY,
DEFEND AND SAVE HARMLESS LENDER FROM AND AGAINST ANY AND ALL COSTS, LOSSES,
LIABILITIES, CLAIMS, CAUSES OF ACTION, EXPENSES AND DAMAGES, INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, WHICH LENDER MAY SUFFER OR WHICH
OTHERWISE MAY ARISE BY REASON OF BORROWER'S FAILURE TO PAY ANY OF THE GUARANTEED
OBLIGATIONS WHEN DUE, IRRESPECTIVE OF WHETHER SUCH COSTS, LOSSES, LIABILITIES,
CLAIMS, CAUSES OF ACTION, EXPENSES OR DAMAGES ARE INCURRED BY LENDER PRIOR OR
SUBSEQUENT TO (I) LENDER'S DECLARING THE PRINCIPAL, INTEREST AND OTHER SUMS
EVIDENCED OR SECURED BY THE LOAN DOCUMENTS TO BE DUE AND PAYABLE, (II) THE
COMMENCEMENT OR COMPLETION OF A JUDICIAL OR NON-JUDICIAL FORECLOSURE OF THE
MORTGAGE OR (III) THE CONVEYANCE OF ALL OR ANY PORTION OF THE PROPERTY BY
DEED-IN-LIEU OF