DEFENSES OR COUNTERCLAIMS TO, THE TERMS AND
PROVISIONS OF AND THE OBLIGATIONS CREATED AND EVIDENCED BY THE GUARANTY; AND
(E) CERTIFIES THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE GUARANTY
ARE TRUE AND CORRECT REPRESENTATIONS AND WARRANTIES OF GUARANTOR, AND HEREBY
REMAKES TO LENDER SUCH REPRESENTATIONS AND WARRANTIES AS OF THE DATE HEREOF.
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3.
LIQUIDITY REQUIREMENT.
FROM AND AFTER THE FIRST ADVANCE (AS THAT
TERM IS DEFINED IN THE LOAN AGREEMENT) BY LENDER ON OR SUBSEQUENT TO THE DATE
HEREOF ("LIQUIDITY REQUIREMENT DATE"), GUARANTOR SHALL AT ALL TIMES MAINTAIN
UNENCUMBERED CASH AND/OR MARKETABLE SECURITIES IN AN AMOUNT OF NOT LESS THAN
FOUR MILLION AND NO/100 DOLLARS ($4,000,000) (THE "LIQUIDITY REQUIREMENT") IN
THE FORM OF (I) CASH ON HAND OR ON DEPOSIT IN COMMERCIAL BANKS OPERATING IN THE
UNITED STATES, (II) READILY MARKETABLE SECURITIES ISSUED BY THE UNITED STATES,
(III) READILY MARKETABLE COMMERCIAL PAPER RATED A-1 BY STANDARD & POOR'S
CORPORATION (OR A SIMILAR RATING BY ANY SIMILAR ORGANIZATION THAT RATES
COMMERCIAL PAPER), (IV) CERTIFICATES OF DEPOSIT ISSUED BY COMMERCIAL BANKS
OPERATING IN THE UNITED STATES WITH MATURITIES OF ONE (1) YEAR OR LESS, AND
(V) PUBLICLY TRADED STOCKS AND BONDS.
3.
LIQUIDITY ACCOUNT STATEMENTS.
FROM AND AFTER THE
LIQUIDITY REQUIREMENT DATE, GUARANTOR SHALL, WITHIN FORTY-FIVE (45) DAYS AFTER
THE END OF EACH QUARTERLY PERIOD (AS THAT TERM IS DEFINED IN THE LOAN
AGREEMENT), DELIVER TO LENDER STATEMENTS EVIDENCING, IN A MANNER REASONABLY
SATISFACTORY TO LENDER, THAT GUARANTOR IS IN COMPLIANCE WITH THE LIQUIDITY
REQUIREMENT.
4.
Liability.
The provisions of Section 24 of the Guaranty are
hereby specifically confirmed and shall remain in full force and effect.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, Guarantor and Lender have signed and delivered this
Amendment under seal or have caused this Amendment to be signed and delivered
under seal by its duly authorized representative.
GUARANTOR:
BEHRINGER HARVARD SHORT-TERM
OPPORTUNITY FUND I LP,
a Texas limited partnership
By:
Behringer Harvard Advisors II LP,
a Texas limited partnership,
its general partner
By:
Harvard Property Trust, LLC,
a Delaware limited liability company,
its general partner
By:
Name: Gerald J. Reihsen, III
Title: Secretary
STATE OF
)
) ss.
CITY/COUNTY OF
)
On this
day of
2008, before me, the
undersigned Notary Public in and for the State of Texas, personally appeared
Gerald J. Reihsen, III to me personally known, who being by me duly sworn did
say that he is the Secretary of Harvard Property Trust, LLC, the general partner
of the general partner of Behringer Harvard Short-Term Opportunity Fund I LP, a
Texas limited partnership, executing the foregoing instrument, that the
instrument was signed on behalf of the limited partnership by authority of the
limited partnership; and said Gerald J. Reihsen, III acknowledged the execution
of the instrument to be the voluntary act and deed of the limited partnership.
Witness my hand and official seal.
Notary Public
My commission expires:
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LENDER:
CREDIT UNION LIQUIDITY SERVICES,
LLC, a Texas limited liability company
(formerly known as Texans Commercial
Capital)
By:
Name:
Bill