EXHIBIT 10.15
PROMISSORY NOTE
$20,000,000.00 APRIL 12, 2004
DALLAS, TEXAS
FOR VALUE RECEIVED, the undersigned, BEHRINGER HARVARD ENCLAVE S LP, a
Texas limited partnership ("BHES") and BEHRINGER HARVARD ENCLAVE H LP, a Texas
limited partnership ("BHEH") (BHES and BHEH shall be collectively referred to
herein as "MAKER") promise to pay to the order of STATE FARM LIFE INSURANCE
COMPANY, an Illinois corporation, its successors or assigns ("STATE FARM"), the
principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00)
("PRINCIPAL"), together with interest on the unpaid Principal balance
outstanding from the date hereof until paid at the rate of FIVE AND FORTY-FIVE
ONE-HUNDREDTHS PERCENT (5.45%) per annum ("NOTE RATE"). Interest shall be
computed on the basis of a three hundred sixty (360) day year having twelve,
thirty day months. Principal and interest accrued thereon, together with all
other sums which may be at any time due, owing or required to be paid by the
terms of the Deed of Trust (hereinafter defined) and other Loan Documents (as
defined in the Deed of Trust) are hereinafter collectively called the
"INDEBTEDNESS".
I. PAYMENTS.
A. On April 12, 2004, Maker shall pay interest only from the date
hereof to and including April 30, 2004. Thereafter on June 1, 2004, and on the
first day of each succeeding month thereafter ("REGULAR PAYMENT DATE"), to and
including April 1, 2011, principal and interest shall be paid in fixed monthly
installments of ONE HUNDRED TWELVE THOUSAND NINE HUNDRED THIRTY-ONE AND 18/100
DOLLARS ($112,931.18) each ("MONTHLY PAYMENT"). A final payment of all
outstanding Principal and accrued and unpaid interest thereon shall be due and
payable on MAY 1, 2011 ("MATURITY DATE").
B. All required payments are to be made to State Farm at Xxx Xxxxx
Xxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000-0001, Attention: Investment Accounting,
D-3, or at any other place State Farm shall designate in writing.
C. All Obligations (as defined in the Deed of Trust) are payable in
lawful money of the United States of America which is legal tender for public
and private debts.
D. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Deed of Trust and other Loan Documents.
II. EVENTS OF DEFAULT
A. It shall constitute an event of default ("EVENT OF DEFAULT") of
and under this Promissory Note ("NOTE") if any of the following events shall
occur:
1. Maker shall fail to pay any installment of Principal and
interest when due under this Note. However, Monthly Payments received by State
Farm within ten (10) days of the Regular Payment Date shall be considered made
as required. If payment is not received by State Farm by the tenth (10TH) day of
the month when due, the Default Rate shall apply from the first day of the
month.
2. Maker shall fail to perform or observe any of the other
covenants, agreements or conditions of this Note or an Event of Default shall
occur under any of the other Loan Documents now or hereafter evidencing or
securing the Indebtedness.
B. While any Event of Default exists, the Note Rate shall be
increased to the lesser of (I) the "MAXIMUM RATE" (herein so called) under
applicable law or (II) TEN AND FORTY-FIVE ONE HUNDREDTHS PERCENT (10.45%) PER
ANNUM ("DEFAULT RATE"). The Default Rate shall accrue from the date of the Event
of Default until the date upon which the Event of Default is cured. It is a
condition precedent to the cure of any Event of Default that Maker shall pay all
Principal and accrued interest required under this Note (i.e. that would have
been paid but for the Event of Default) to the most current Regular Payment
Date, and the difference between the Default Rate and the Note Rate from the
date of the first occurrence of the Event of Default to the date upon which the
Event of Default is cured.
C. Prior to an Event of Default, payments, including any
prepayments, received by State Farm shall be applied first to interest and the
remainder to Principal. After an Event of Default, State Farm may, at its
option, apply any payments, including any prepayments, or other amounts received
first to the payment of State Farm's expenses incurred in accordance with the
provisions of the Loan Documents, then to interest, and the remainder to
Principal.
D. In case of an Event of Default by Maker in the performance or
observance of any of the covenants, agreements or conditions of this Note or the
other Loan Documents and the expiration of any applicable cure periods, State
Farm, at its option and without further notice, may declare the Indebtedness,
including the entire Principal balance, together with all interest accrued and
unpaid thereon, to be immediately due and payable. Failure to exercise this
option for a particular Event of Default shall not constitute a waiver of the
right to exercise same in case of any subsequent Event of Default.
III. SECURITY.
This Note is secured by, among other Loan Documents, (i) a Deed of Trust
and Security Agreement executed by Maker for the benefit of State Farm of even
date with this Note ("DEED OF TRUST") which encumbers and constitutes a lien
upon and security interest in certain real property and fixtures located in the
County of Xxxxxx, in the State of Texas (THE "STATE") and certain other
properties, rights and interests, all as more fully described in the Deed of
Trust (COLLECTIVELY, THE "PREMISES") and (ii) an Assignment of Rents and Leases
executed by Maker to and in favor of State Farm of even date herewith (THE
"ASSIGNMENT OF RENTS AND LEASES") in which Rents (as defined therein) and the
Lease (as defined therein) are absolutely and unconditionally assigned by Maker
to State Farm, the terms and provisions of which Deed of Trust and Assignment of
Rents and Leases are incorporated herein by reference and made a part hereof.
IV. PREPAYMENT.
A. This Loan shall be closed to prepayment through and including
the date on which forty-two (42) Monthly Payments have been paid to State Farm.
Only thereafter, provided Maker first gives State Farm written notice at least
thirty (30) days but no more than sixty (60) days before the date selected by
Maker for prepayment, which shall be a Regular Payment Date or any other date so
long as interest is paid through the next Regular Payment Date (THE "PREPAYMENT
DATE"), Maker may prepay the ENTIRE outstanding Principal on said Prepayment
Date; provided that (i) all other amounts due under the Loan Documents as
Indebtedness are also paid and (ii) the amount prepaid is
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accompanied by a fee (THE "PREPAYMENT FEE") equal to the greater of the
following (but never to exceed the maximum permitted by Applicable Law):
1. An amount equal to one percent (1%) of the entire
Principal amount to be prepaid, or
2. If at the time of prepayment, the "Reinvestment Yield"
(as defined herein) is less than the Note Rate, said Prepayment Fee shall be
calculated by:
A. Using the Reinvestment Yield corresponding to
the payment frequency of the Note, combine the present values of: (i) the
scheduled payments remaining until the Maturity Date of the Note, and (ii) the
final Principal and accrued interest payment due on the Maturity Date of the
Note.
B. From the amount so obtained, subtracting the par
value of the outstanding Principal balance of the Note as of the Prepayment
Date. The remainder shall be the Prepayment Fee.
C. For purposes hereof, "REINVESTMENT YIELD" shall
mean the yield on United States Treasury Securities having the closest maturity
(month and year) to the Maturity Date of the Note. Should more than one United
States Treasury Security be quoted as maturing on the Maturity Date of the Note,
then the yield of the Security quoted closest to par will be used in the
calculation.
D. The Prepayment Fee shall be calculated not
earlier than two (2) business days before the scheduled Prepayment Date; and
E. Failure to prepay on the selected Prepayment
Date shall be considered a waiver by Maker of the present right to prepay.
B. If State Farm declares the entire Indebtedness to be immediately
due and payable, Maker agrees that the Prepayment Fee, calculated as if the
Prepayment Date were the date of acceleration, shall apply if allowed by
Applicable Law (as hereinafter defined).
C. No Prepayment Fee shall be payable after eighty-one (81) Monthly
Payments have been made on this Note.
D. No Prepayment Fee shall be payable in connection with any
prepayment of the Indebtedness from the insurance or condemnation proceeds in
accordance with SECTION 3.8 or SECTION 3.9 of the Deed of Trust, respectively.
V. LIMITATION OF LIABILITY.
In consideration of the security provided by Maker to State Farm for
repayment of the Indebtedness, including, without limitation, the liens on and
security interests in the Premises granted pursuant to the Deed of Trust and the
absolute and unconditional assignment of the Rents and Leases made pursuant to
the Assignment of Rents and Leases, upon the occurrence of an Event of Default
hereunder or under any of the other Loan Documents, State Farm agrees that it
shall not, except as otherwise set forth in this Section, seek to enforce, nor
shall State Farm be entitled to enforce, any deficiency or monetary judgment
against Maker, any Partner of Maker, any Member of Maker, or any Beneficiary of
Maker, or any Guarantor (as hereinafter defined) (individually, an
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"EXCULPATED PARTY", and collectively, the "EXCULPATED PARTIES"), personally, and
shall not levy or execute judgment upon any property of the Exculpated Parties,
other than the Premises; it being expressly agreed, acknowledged and understood,
however, that: (i) the foregoing limitation of the liability of an Exculpated
Party shall not apply to the extent that such Exculpated Party is a Liable Party
(as defined below), is otherwise liable for the obligations of the Maker by
operation of law or is otherwise liable to State Farm under any agreement,
statute, regulation or any governing law; and (ii) nothing contained herein
shall in any manner or way release, affect or impair:
A. The existence of the Indebtedness and Obligations created in and
evidenced by the Loan Documents.
B. The enforceability of the liens and security interests and
assignments created in and granted by the Loan Documents against the Premises.
C. The enforceability of any guaranty of the Indebtedness and
Obligations of the Maker given to State Farm; or
D. The right of State Farm to recover from Maker, Xxxxxx X.
Xxxxxxxxx, an individual ("RMB"), and Behringer Harvard Holdings, LLC, a Texas
limited liability company ("BHH") (RMB and BHH are collectively referred to
herein as the "GUARANTOR") (the Guarantor and Maker are sometimes hereinafter
individually referred to herein as a "LIABLE PARTY" and collectively, the
"LIABLE PARTIES") who shall be jointly and severally liable for all Losses (as
hereinafter defined) incurred by State Farm (whether directly or indirectly)
attributable to the acts or omissions of the applicable Liable Party arising
from or related to the following:
1. Any Rents received by any of the Exculpated Parties or
Liable Parties from tenants of the Premises and not applied to
the Indebtedness or the operating expenses of the Premises in
accordance with the Loan Documents, either within one hundred
eighty (180) days prior to such Event of Default or any time
after an Event of Default;
2. The misapplication or misappropriation of any tenant
security deposits, advance or prepaid rents, cancellation or
termination fees or other similar sums paid to or held by Maker,
any affiliate of the Maker or any other person or entity (other
than State Farm) in connection with the operation of the
Premises in violation of the Loan Documents or any leases
affecting the Premises;
3. Any amount(s) necessary to repair or replace any damage
to or destruction of the Premises which is caused by any willful
or wanton act or omission on the part of any of the Exculpated
Parties or Liable Parties including, without limitation, waste
or any act of arson or malicious destruction by any of the
Exculpated Parties or Liable Parties;
4. The failure to maintain insurance as required by the
Loan Documents or any leases affecting the Premises or the
failure to timely pay insurance premiums, real estate taxes,
regular or special assessments or utility charges affecting the
Premises to the extent funds (plus any distributions made to the
Tenants-in-Common during the period of such failure) are, or
were, available from the operation of the Premises;
5. Any payments, dividends or distributions made by Maker
to any other Exculpated Party or other Liable Party in violation
of the terms of the Loan
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Documents either within one hundred eighty (180) days prior to
such Event of Default or any time after such Event of Default;
6. Transfers of any interest in the Premises in violation
of SECTION 3.11 of the Deed of Trust;
7. Any insurance proceeds or condemnation awards received
by any of the Exculpated Parties or Liable Parties and not
delivered over to State Farm or used for Restoration of the
Premises in accordance with the terms of the Loan Documents;
8. Any fraud or willful misrepresentation of a material
fact by any of the Exculpated Parties or Liable Parties in any
document executed or presented to State Farm in connection with
the Loan; or
9. Any use, generation, storage, release, threatened
release, discharge, disposal, or presence on, under, or about
the Premises of any materials, substances or wastes defined or
classified as hazardous or toxic under applicable Federal, State
or local laws or regulations or arising out of or from any
failure on the part of any of the Exculpated Parties or Liable
Parties to comply with the provisions of the Environmental
Indemnification Agreement.
As used herein, the term "LOSSES" means any and all claims, suits,
liabilities (including, without limitation, strict liabilities), actions,
proceedings, obligations, debts, damages (including, without limitation, offsets
and abatements of Rent), costs, fines, penalties, charges, fees, expenses
(including, without limitation, legal fees and expenses and other costs of
defense and internal administrative fees assessed by State Farm), judgments,
awards, amounts paid in settlement of whatever kind or nature.
VI. NON-USURIOUS LOAN.
This Note and all of the other Loan Documents (as defined in the Deed of
Trust) are intended to be performed in accordance with, and only to the extent
permitted by, all applicable usury laws. If any provision hereof or of any of
the other Loan Documents or the application thereof to any person or
circumstance shall, for any reason and to any extent, be invalid or
unenforceable, neither the application of such provision to any other person or
circumstance nor the remainder of the instrument in which such provision is
contained shall be affected thereby and shall be enforced to the greatest extent
permitted by law. It is expressly stipulated and agreed to be the intent of the
holder hereof to at all times comply with the usury and other applicable laws
now or hereafter governing the interest payable on the Indebtedness evidenced by
this Note. If the applicable law is ever revised, repealed or judicially
interpreted so as to render usurious any amount called for under this Note or
under any of the other Loan Documents, or contracted for, charged, taken,
reserved or received with respect to the Indebtedness evidenced by this Note, or
if State Farm's exercise of the option to accelerate the maturity of this Note,
or if any prepayment by Maker results in Maker having paid any interest in
excess of that permitted by law, then it is the express intent of Maker and
State Farm that all excess amounts theretofore collected by State Farm be
credited on the principal balance of this Note (or, if this Note and all other
indebtedness arising under or pursuant to the other Loan Documents have been
paid in full, refunded to Maker), and the provisions of this Note and the other
Loan Documents immediately be deemed reformed and the amounts thereafter
collectable hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply with the then applicable law, but
so as to permit the recovery of the fullest amount otherwise called for
hereunder or thereunder. All sums paid, or agreed to be paid, by Maker for the
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use, forbearance, detention, taking, charging, receiving or reserving of the
Indebtedness of Maker to State Farm under this Note or arising under or pursuant
to the other Loan Documents shall, to the maximum extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
such Indebtedness until payment in full so that the rate or amount of interest
on account of such Indebtedness does not exceed the usury ceiling from time to
time in effect and applicable to such Indebtedness for so long as such
Indebtedness is outstanding. To the extent federal law permits State Farm to
contract for, charge or receive a greater amount of interest, State Farm will
rely on federal law instead of the TEXAS FINANCE CODE, as supplemented by TEXAS
CREDIT TITLE, for the purpose of determining the Maximum Rate. Additionally, to
the maximum extent permitted by applicable law now or hereafter in effect, State
Farm may, at its option and from time to time, implement any other method of
computing the Maximum Rate under the TEXAS FINANCE CODE, as supplemented by
TEXAS CREDIT TITLE, or under other applicable law, by giving notice, if
required, to Maker as provided by applicable law now or hereafter in effect.
Notwithstanding anything to the contrary contained herein or in any of the other
Loan Documents, it is not the intention of State Farm to accelerate the maturity
of any interest that has not accrued at the time of such acceleration or to
collect unearned interest at the time of such acceleration.
In no event shall Chapter 346 of the Texas Finance Code (which regulates
certain revolving loan accounts and revolving tri-party accounts) apply to this
Note. To the extent that CHAPTER 303 of the TEXAS FINANCE CODE, is applicable to
this Note, the "WEEKLY CEILING" specified in such CHAPTER 303 is the applicable
ceiling; provided that, if any applicable law permits greater interest, the law
permitting the greatest interest shall apply.
VII. STATE FARM'S ATTORNEY FEES.
Should the Indebtedness evidenced by this Note or any part thereof be:
(i) collected at law or in equity or through any legal, bankruptcy,
receivership, probate or other court proceedings; (ii) placed in the hands of
attorneys for collection after the occurrence of an Event of Default; or (iii)
the subject of any court proceeding involving the lien of the Deed of Trust or
its priority, Maker and all endorsers, guarantors and sureties of such
Indebtedness jointly and severally agree to pay to State Farm, in addition to
the Principal and interest due and payable hereunder, reasonable attorneys' and
paralegals' fees and collection costs, and all other Obligations due pursuant to
the terms of the Loan Documents including those incurred by State Farm on any
appeal, to the extent allowed by Applicable Law.
VIII. MAKER'S WAIVERS.
Maker and all endorsers, guarantors and sureties of the Indebtedness
evidenced by this Note and any other persons liable or to become liable on or
for such Indebtedness hereby severally waive presentment for payment, demand and
notice of demand, dishonor and notice of dishonor, protest and notice of
protest, and nonpayment and notice of nonpayment of this Note, and all other
notices and demands, including without limitation, notice of intention to
accelerate the maturity of this Note, notice of acceleration of the maturity of
the Note, diligence in collection and the bringing of suit against any other
party and hereby further agree to all renewals, extensions, modifications,
partial payments, releases or substitutions of security, in whole or in part,
with or without notice, whether before or after maturity; and the occurrence of
any of the same shall not release the liability of Maker or any endorser,
guarantor or surety.
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IX. PAYMENT OF TAXES AND FEES.
Maker agrees to pay all costs, expenses, fees and taxes on or with
respect to the execution, delivery, recordation, existence or possession of this
Note, the Deed of Trust and other Loan Documents, including, without limitation,
all recording fees and any documentary stamp tax or intangible personal property
tax now or hereafter required by Applicable Law to be affixed or paid with
respect to this Note, the Deed of Trust or the other Loan Documents.
X. RELEASES.
State Farm may, without notice, and without regard to the consideration,
if any, given or paid therefor, release or substitute any part of the Premises
given as security for the repayment of the Indebtedness evidenced and
represented by this Note without releasing any other property given as security
for such Indebtedness, or may release any party obligated on or liable for the
payment of the Indebtedness evidenced and represented by this Note without
releasing any other party obligated on or liable for such Indebtedness, or may
agree with any party obligated or liable for the repayment of the Indebtedness
evidenced and represented by this Note to extend the time for payment of any
part or all of such Indebtedness without releasing any party obligated on or
liable for such Indebtedness. Failure on part of State Farm to exercise any
right granted herein, in the Deed of Trust or the other Loan Documents shall not
constitute a waiver of such right or preclude the subsequent exercise thereof.
XI. NO WAIVER.
The failure to exercise the option to accelerate the maturity of this
Note or any other right, remedy or recourse available to the holder hereof upon
the occurrence of an Event of Default hereunder shall not constitute a waiver of
the right of the holder of this Note to exercise the same at that time or at any
subsequent time with respect to such Event of Default or any other Event of
Default. The rights, remedies and recourses of the holder hereof, as provided in
this Note and in any of the other Loan Documents, shall be cumulative and
concurrent and may be pursued separately, successively or together as often as
occasion therefore shall arise, at the sole discretion of the holder hereof. The
acceptance by the holder hereof of any payment under this Note which is less
than the payment in full of all amounts due and payable at the time of such
payment shall not (i) constitute a waiver of or impair, reduce, release or
extinguish any right, remedy or recourse of the holder hereof, or nullify any
prior exercise of any such right, remedy or recourse, or (ii) impair, reduce,
release or extinguish the obligations of any party liable under any of the Loan
Documents as originally provided herein or therein.
XII. CHOICE OF LAW.
THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND BY
FEDERAL LAW TO THE EXTENT THAT SUCH FEDERAL LAW PREEMPTS THE LAWS OF THE STATE
OF TEXAS.
XIII. WAIVER OF TRIAL BY JURY.
EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY
JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO
THIS NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
OF THE
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PARTIES AGAINST ANY OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, XXXX
CLAIMS, OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL
BY JURY IS WAIVED BY OPERATION OF THIS PARAGRAPH AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR ENFORCEABILITY OF THIS NOTE OR ANY OTHER LOAN DOCUMENT OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE AND ANY OTHER LOAN
DOCUMENTS.
XIV. CONSENT TO JURISDICTION.
THE MAKER XXXXXX AGREES THAT THE OBLIGATIONS CONTAINED HEREIN ARE
PERFORMABLE IN XXXXXX COUNTY, TEXAS. ALL PARTIES HERETO AGREE THAT (I) ANY
ACTION ARISING OUT OF THIS TRANSACTION MAY BE FILED IN XXXXXX COUNTY, TEXAS,
(II) VENUE FOR ENFORCEMENT OF ANY OF THE OBLIGATIONS CONTAINED IN THE LOAN
DOCUMENTS SHALL BE IN XXXXXX COUNTY, TEXAS, (III) PERSONAL JURISDICTION SHALL BE
IN XXXXXX COUNTY, TEXAS, (IV) SUCH ACTION MAY BE INSTITUTED IN THE COURTS OF THE
STATE OF TEXAS LOCATED IN XXXXXX COUNTY, TEXAS OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF TEXAS LOCATED IN XXXXXX COUNTY, TEXAS, AT THE
OPTION OF STATE FARM AND (V) THE MAKER HEREBY WAIVES ANY OBJECTION TO THE VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING AND ADDITIONALLY WAIVES ANY RIGHT IT MAY
HAVE TO BE SUED ELSEWHERE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF STATE FARM
TO ACCOMPLISH SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[BALANCE OF THE PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Maker has executed, or caused these presents to be
executed, as of the day and year first above written.
Maker's Address: MAKER:
0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 000 BEHRINGER HARVARD ENCLAVE S LP,
Dallas, Texas 75207 a Texas limited partnership
By: Behringer Harvard Enclave S GP, LLC,
a Texas limited liability company,
its general partner
By: /s/ Xxxxxx X. Xxxxxxx, III
---------------------------------
Xxxxxx X. Xxxxxxx, III, Secretary
0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 000 BEHRINGER HARVARD ENCLAVE H LP,
Dallas, Texas 75207 a Texas limited partnership
By: Behringer Harvard Enclave H GP, LLC,
a Texas limited liability company,
its general partner
By: /s/ Xxxxxx X. Xxxxxxx, III
---------------------------------
Xxxxxx X. Xxxxxxx, III, Secretary
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THE STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxxx, III, Secretary of Behringer Harvard Enclave S GP, LLC, a
Texas limited liability company, as general partner of BEHRINGER HARVARD ENCLAVE
S LP, a Texas limited partnership, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said limited partnership.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 9th day of April, 2004.
{ S E A L }
/s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
Notary Public in and for
the State of Texas
My Commission Expires:
August 19, 2007
---------------------------
THE STATE OF TEXAS ss.
ss.
COUNTY OF DALLAS ss.
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxxx, III, Secretary of Behringer Harvard Enclave H GP, LLC, a
Texas limited liability company, as general partner of BEHRINGER HARVARD ENCLAVE
H LP, a Texas limited partnership, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said limited partnership.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 9th day of April, 2004.
{ S E A L }
/s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
Notary Public in and for
the State of Texas
My Commission Expires:
August 19, 2007
---------------------------
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