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