Exhibit 10.6
LIMITED LIABILITY COMPANY AGREEMENT OF
BEHRINGER HARVARD RESIDENCES AT CORDILLERA, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made and entered into
effective as of the 10th day of May 2007, by and between BEHRINGER HARVARD
CORDILLERA RESIDENCES, INC., a Delaware corporation ("BH Investor"), and
CORDILLERA PARTNERS, LLC, a Delaware limited liability company ("CP Investor").
The BH Investor and the CP Investor, together with any such additional parties
as and when admitted to the Company (as defined below) as members shall be
individually a "Member" and, collectively, the "Members".
ARTICLE I.
FORMATION, NAME, PRINCIPAL PLACE OF BUSINESS - AGENT
PURPOSES, TERM AND DEFINITIONS
1.1
FORMATION.
FOR AND IN CONSIDERATION OF THE
MUTUAL COVENANTS HEREIN CONTAINED, THE MEMBERS HEREBY FORM A LIMITED LIABILITY
COMPANY (HEREINAFTER THE "COMPANY") UNDER AND PURSUANT TO THE DELAWARE LIMITED
LIABILITY COMPANY ACT, AS AMENDED FROM TIME TO TIME (THE "ACT").
THE COMPANY
SHALL BE GOVERNED BY THE ACT.
THE CERTIFICATE (AS HEREINAFTER DEFINED) HAS BEEN
OR SHALL PROMPTLY BE FILED AND RECORDED IN SUCH OFFICE AND PLACES AS IS REQUIRED
BY THE ACT.
1.2
NAME.
THE BUSINESS OF THE COMPANY SHALL BE
CONDUCTED UNDER THE NAME OF "BEHRINGER HARVARD CORDILLERA, LLC."
1.3
COMPANY OFFICE, REGISTERED OFFICE AND
REGISTERED AGENT.
THE COMPANY SHALL MAINTAIN ITS PRINCIPAL OFFICE IN THE STATE
OF TEXAS AT 15601 DALLAS PARKWAY, SUITE 600, ADDISON, TEXAS 75001, OR AT SUCH
OTHER PLACE WHERE THE BH INVESTOR HEADQUARTERS IS LOCATED AS THE BH INVESTOR MAY
FROM TIME TO TIME DESIGNATE.
THE REGISTERED OFFICE IN THE STATE OF DELAWARE IS
C/O OF THE CORPORATION TRUST CENTER, 1209 ORANGE STREET, WILMINGTON, DELAWARE
19801, AND THE AGENT FOR SERVICE OF PROCESS AT SUCH ADDRESS SHALL BE THE
CORPORATION TRUST CENTER.
THE COMPANY MAY MAINTAIN SUCH DIFFERENT OR ADDITIONAL
OFFICES AS THE MEMBERS MAY DETERMINE.
1.4
PURPOSES.
THE NATURE AND BUSINESS OF THE
COMPANY AND THE PURPOSES TO BE CONDUCTED AND PROMOTED BY THE COMPANY ARE TO
ENGAGE SOLELY IN THE FOLLOWING ACTIVITIES:
(A)
TO ACQUIRE, IMPROVE, DEVELOP, REDEVELOP,
RENOVATE, CONSTRUCT, MAINTAIN, OPERATE, MANAGE, FINANCE, LEASE, REFINANCE, AND
SELL OR EXCHANGE THE PROPERTY (AS HEREINAFTER DEFINED);
(B)
TO EXERCISE ALL POWERS ENUMERATED IN THE ACT
OR THIS AGREEMENT NECESSARY OR CONVENIENT TO THE CONDUCT, PROMOTION OR
ATTAINMENT OF THE BUSINESS OR PURPOSES SET FORTH IN SECTION 1.4(A); AND
(C)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, THE COMPANY SHALL NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION
WHICH, IN THE JUDGMENT OF BH INVESTOR, IN ITS SOLE AND ABSOLUTE DISCRETION, (I)
COULD ADVERSELY AFFECT THE ABILITY OF BEHRINGER HARVARD OPPORTUNITY REIT I,
INC., A MARYLAND CORPORATION ("BH REIT") TO ACHIEVE OR MAINTAIN QUALIFICATION AS
A REAL ESTATE INVESTMENT TRUST, (II) COULD SUBJECT BH REIT TO ANY ADDITIONAL
TAXES UNDER SECTION 857 OR SECTION 4981 OF THE CODE OR (III) COULD VIOLATE ANY
LAW OR REGULATION OF ANY GOVERNMENTAL BODY OR AGENCY HAVING JURISDICTION OVER BH
REIT OR ITS SECURITIES, UNLESS SUCH ACTION (OR INACTION) SHALL HAVE BEEN
SPECIFICALLY CONSENTED TO BY BH
1
REIT