AND OTHER REAL ESTATE TRANSACTIONS AND
INVESTMENTS WHICH MAY BE VIEWED AS ADVERSE TO OR COMPETITIVE WITH THE BUSINESS
OF BORROWER OR ITS AFFILIATES.
SECTION 10.21
BROKERS AND FINANCIAL ADVISORS.
BORROWER HEREBY
REPRESENTS THAT IT HAS DEALT WITH NO FINANCIAL ADVISORS, BROKERS, UNDERWRITERS,
PLACEMENT AGENTS, AGENTS OR FINDERS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OTHER THAN NORTHMARQ CAPITAL.
BORROWER HEREBY
AGREES TO INDEMNIFY, DEFEND AND HOLD LENDER HARMLESS FROM AND AGAINST ANY AND
ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES OF ANY KIND (INCLUDING LENDER'S
REASONABLE ATTORNEYS' FEES AND EXPENSES) IN ANY WAY RELATING TO OR ARISING FROM
A CLAIM BY ANY PERSON THAT SUCH PERSON ACTED ON BEHALF OF BORROWER IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREIN.
THE PROVISIONS OF THIS SECTION 10.21
SHALL SURVIVE THE EXPIRATION AND TERMINATION OF THIS AGREEMENT AND THE PAYMENT
OF THE DEBT.
SECTION 10.22
PRIOR AGREEMENTS.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL PRIOR
AGREEMENTS OR UNDERSTANDINGS AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR
WRITTEN, ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND UNLESS SPECIFICALLY SET FORTH IN A WRITING CONTEMPORANEOUS
HEREWITH THE TERMS, CONDITIONS AND PROVISIONS OF SUCH PRIOR AGREEMENT DO NOT
SURVIVE EXECUTION OF THIS AGREEMENT.
SECTION 10.23
TRANSFER OF LOAN.
IN THE EVENT THAT LENDER TRANSFERS THE
LOAN, BORROWER SHALL CONTINUE TO MAKE PAYMENTS AT THE PLACE SET FORTH IN THE
NOTE (AND ITS OBLIGATION TO MAKE SUCH PAYMENTS SHALL BE DEEMED SATISFIED UPON
THE MAKING OF SUCH PAYMENTS) UNTIL SUCH TIME THAT BORROWER IS NOTIFIED IN
WRITING BY LENDER THAT PAYMENTS ARE TO BE MADE AT ANOTHER PLACE.
SECTION 10.24
JOINT AND SEVERAL LIABILITY.
IF BORROWER CONSISTS OF MORE
THAN ONE (1) PERSON THE OBLIGATIONS AND LIABILITIES OF EACH PERSON SHALL BE
JOINT AND SEVERAL.
(THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.)
90
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized representatives, all as of the day and year
first above written.
BORROWER:
BEHRINGER HARVARD ELDRIDGE PLACE
LP, a Delaware limited partnership
By:
Name: Gerald J. Reihsen, III
Title: Secretary
LENDER:
WACHOVIA BANK, NATIONAL ASSOCIATION,
a banking association chartered under the laws of the
United States of America
By:
Name:
Title:
SCHEDULE I
[Reserved]
I-1
SCHEDULE II
Rent Roll / Expansion Options / Outstanding Leasing Commissions / Outstanding
Tenant
Improvements / Existing Sublease Agreements
(See Attached)
II-1
SCHEDULE III
(Required Repairs - Deadlines For Completion)
None
III-1
SCHEDULE IV
(Organizational Chart of Borrower)
(See Attached)
IV-1
SCHEDULE V
(Exceptions to Representations)
Section 4.1.4 - Pending Litigation
Ken Jackson slip and fall issue - date of incident - December 21, 2005
Section 4.1.22 - Certificates of Occupancy
No Certificate Occupancy exists for CA Richards - Suite 280 in Eldridge One
Schedule II disclosures include the following exceptions:
·
Expansion Options
·
Free Rent