LIMITED LIABILITY COMPANY AGREEMENT OF BH-AW FLORIDA MOB VENTURE, LLC Dated August 12, 2010Limited Liability Company Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Delaware
LIMITED LIABILITY COMPANY AGREEMENT of BH-AW Florida MOB Venture, LLC dated August 12, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), made by, between and among Behringer Harvard Florida MOB Member, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “BH”), AW SFMOB Investor, LLC, a Florida limited liability company (together with its successors and permitted assigns, “AW Investor “) and AW SFMOB Managing Member, LLC, a Florida limited liability company (together with its successors and permitted assigns, “AW Manager “).
LIMITED LIABILITY COMPANY AGREEMENT OF BH-JMIR KAUAI HOTEL OPERATOR, LLC OCTOBER 20, 2010Limited Liability Company Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is executed on and made effective as of October 20, 2010 (the “Effective Date”), by and between the KAUAI HOTEL SERIES OF JMIR INVESTMENTS III, LP, a Delaware series limited partnership (“JMIR”), having an office at the address set forth in Section 14.2 hereof, BEHRINGER HARVARD KAUAI HOTEL TRS, Inc., a Delaware corporation (“Investor” and together with JMIR, the “Members,” with each being referred to, individually, as a “Member”), having an office at the address set forth in Section 14.2 hereof, and JMIR-PROJECT MANAGER LLC, a Delaware limited liability company (the “Manager”), having an office at the address set forth in Section 14.2 hereof, pursuant to the provisions of the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101 et seq., as amended from time to time (“Delaware Act”). Capitalized terms used herein are defined in Article II hereof or as elsewhere provided herein.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Texas
PLEDGE AND SECURITY AGREEMENT, dated as of October 8, 2010, made by BH-AW FLORIDA MOB VENTURE, LLC a Delaware limited liability company, (“Pledgor”“), in favor of BEHRINGER HARVARD FLORIDA MOB MEMBER, LLC, a Delaware limited liability company (together with its successors and assigns, “Secured Party”).
LOAN AGREEMENT BY AND BETWEEN PCCP CAPITAL I, LLC, AS LENDER AND CT/BH INTERCHANGE LLC, AS BORROWER DATED AS OF: November 23, 2010Loan Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • California
AMENDED AND RESTATED LOAN AGREEMENT Dated as of October 20, 2010 Between KAUAI COCONUT BEACH, LLC as Borrower And WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-XLF as...Loan Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED LOAN AGREEMENT dated as of October 20, 2010 (“Effective Date”)] (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between KAUAI COCONUT BEACH, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Borrower”), and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-XLF (together with its successors and assigns, “Lender”).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT AND DESIGNATION OF NOMINEESAssignment and Assumption of Purchase Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT AND DESIGNATION OF NOMINEES is made to be effective as of this 8th day of October, 2010 (this “Assignment and Assumption”) between Applefield Waxman Capital, Inc., a Florida corporation (“Assignor”), and BH-AW Florida MOB Venture, LLC, a Delaware limited liability company (“Assignee”).
FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF BH-AW FLORIDA MOB VENTURE, LLCLimited Liability Company Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Delaware
This FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF BH-AW FLORIDA MOB VENTURE, LLC (this “Amendment”) is made and entered into on and effective as of October 8, 2010, among Behringer Harvard Florida MOB Member, LLC, a Delaware limited liability company (the “BH”), AW SFMOB Investor, LLC, a Florida limited liability company (“AW Investor”) and AW SFMOB Managing Member, LLC, a Florida limited liability company (“AW Manager”).
OPERATING AGREEMENT OF CT/BH INTERCHANGE LLC (a Delaware limited liability company) Dated as of November 16, 2010Operating Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Delaware
The interests in CT/BH Interchange LLC (the “Membership Interests”) are subject to the restrictions on transfer and other terms and conditions set forth in this Agreement.
PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASE by and between THE PARTIES HEREIN DESCRIBED AS “SELLER”, as Seller, and APPLEFIELD WAXMAN CAPITAL, INC., a Florida corporation, as Buyer. Effective Date: May 27, 2010 PROJECTS:...Purchase and Sale Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Florida
THIS PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASE (this “Agreement”) is entered into by and between RICHARD B. SILVER, AS SUCCESSOR TRUSTEE PURSUANT TO THE FMC LAND TRUST AGREEMENT NUMBER 1001, AND NOT INDIVIDUALLY (“FMC Seller”), TENET HIALEAH HEALTHSYSTEM, INC., a Florida corporation (“Hialeah Seller”), TENET HEALTHSYSTEM NORTH SHORE, INC., a Florida corporation (“North Shore Seller”), LIFEMARK HOSPITALS, INC., a Delaware corporation (“Palmetto Seller”), TENET GOOD SAMARITAN, INC., a Florida corporation (“Samaritan Seller”), and TENET ST. MARY’S INC., a Florida corporation (“St. Mary’s Seller”) (collectively called “Seller”), and APPLEFIELD WAXMAN CAPITAL, INC., a Florida corporation (“Buyer”), with respect to the real property located in Fort Lauderdale, Hialeah, Miami and West Palm Beach, Florida, as more particularly described on Exhibit “A”, as of the Effective Date.
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO THE OPERATING AGREEMENT OF GARDENS MEDICAL PAVILION, LLCOperating Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Florida
This FIRST AMENDMENT TO THE OPERATING AGREEMENT OF GARDENS MEDICAL PAVILION, LLC (this “Amendment”) is made and entered into effective as of October 20, 2010, among AW SFMOB Investor, LLC and AW SFMOB Managing Member, LLC (collectively, the “Contributing Members”), BH-AW Florida MOB Venture, LLC (“Joint Venture”), ORCO 2 LLC, and PGA ONC Partners, LLC (collectively, the “Tenant Members”).
SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASEPurchase and Sale Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Florida
THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASE (“Amendment”) is made and entered into as of the 27th day of August, 2010, by and among DOUGLAS E. RABE, AS SUCCESSOR TRUSTEE PURSUANT TO THE FMC LAND TRUST AGREEMENT NUMBER 1001, AND NOT INDIVIDUALLY (“FMC Seller”), TENET HIALEAH HEALTHSYSTEM, INC., a Florida corporation (“Hialeah Seller”), TENET HEALTHSYSTEM NORTH SHORE, INC., a Florida corporation (“North Shore Seller”), LIFEMARK HOSPITALS, INC., a Delaware corporation (“Palmetto Seller”), TENET GOOD SAMARITAN, INC., a Florida corporation (“Samaritan Seller”), and TENET ST. MARY’S INC., a Florida corporation (“St. Mary’s Seller”) (collectively called “Seller”), and APPLEFIELD WAXMAN CAPITAL, INC., a Florida corporation (“Buyer”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • California
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made the 16th day of November, 2010 (the “Effective Date”), by and between IBC Industrial Properties LLC, a Delaware limited liability company (“Seller”) and CT/BH Interchange LLC, a Delaware limited liability company (“Purchaser”).
CONSENT, ASSUMPTION, AND MODIFICATION AGREEMENT WITH RELEASEConsent, Assumption, and Modification Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • New York
This Consent, Assumption, and Modification Agreement With Release (this “Agreement”) is entered into as of October 20, 2010, by and among WAIPOULI OWNER, LLC, a Delaware limited liability company (“Seller”), with an address of c/o RREEF Global Opportunities Fund II, LLC, c/o Deutsche Investment Management Americas Inc., 280 Park Avenue, 40th Floor, New York, New York 10017, KAUAI COCONUT BEACH, LLC, a Delaware limited liability company (“Buyer”), KAUAI COCONUT BEACH OPERATOR, LLC, a Delaware limited liability company (“Operating Tenant”), JMI REALTY LLC, a Delaware limited liability company (“JMI”), and BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a Maryland corporation (“Behringer” and together with JMI, “Buyer Principal”), all having an address of c/o Behringer Harvard Kauai Hotel, LLC 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-XLF (collec
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENTAssignment and Assumption of Purchase and Sale Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (“Assignment”) is made as of October 15, 2010 between JMI REALTY, LLC, a Delaware limited liability company (“Assignor”), and KAUAI COCONUT BEACH, LLC, a Delaware limited liability company (“Assignee”).
EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASEPurchase and Sale Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Florida
THIS EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASE (“Amendment”) is made and entered into as of the 10th day of September, 2010, by and among DOUGLAS E. RABE, AS SUCCESSOR TRUSTEE PURSUANT TO THE FMC LAND TRUST AGREEMENT NUMBER 1001, AND NOT INDIVIDUALLY (“FMC Seller”), TENET HIALEAH HEALTHSYSTEM, INC., a Florida corporation (“Hialeah Seller”), TENET HEALTHSYSTEM NORTH SHORE, INC., a Florida corporation (“North Shore Seller”), LIFEMARK HOSPITALS, INC., a Delaware corporation (“Palmetto Seller”), TENET GOOD SAMARITAN, INC., a Florida corporation (“Samaritan Seller”), and TENET ST. MARY’S INC., a Florida corporation (“St. Mary’s Seller”) (collectively called “Seller”), and APPLEFIELD WAXMAN CAPITAL, INC., a Florida corporation (“Buyer”).
GROUND LEASEGround Lease • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Florida
THIS GROUND LEASE (this “Lease”) is made as of the 8th day of October, 2010 (the “Effective Date”), by and between TENET HIALEAH HEALTHSYSTEM, INC., a Florida corporation (“Landlord”) and BH-AW HIALEAH, LLC (“Tenant”); Landlord and Tenant are singularly referred to as a “Party” and collectively referred to as the “Parties”).
PURCHASE AND SALE AGREEMENT ASTON KAUAI BEACH AT MAKAIWA between Waipouli Owner, LLC (“Seller”) and JMI Realty, LLC (“Purchaser”) June 17, 2010Purchase and Sale Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Hawaii
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) made as of the day of June, 2010 (the “Effective Date”), between WAIPOULI OWNER, LLC, a Delaware limited liability company (the “Seller”), whose address is c/o RREEF America L.L.C., 280 Park Avenue, 22nd Floor, New York, New York 10017, Attention Peggy DaSilva, and JMI REALTY, LLC, a Delaware limited liability company (the “Purchaser”), whose address is 111 Congress Avenue, Suite 2600, Austin, Texas, 78701, Attention Gregory W. Clay.
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASEPurchase and Sale Agreement • December 17th, 2010 • Behringer Harvard Opportunity REIT II, Inc. • Real estate investment trusts • Florida
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND AGREEMENT TO ENTER INTO GROUND LEASE (“Amendment”) is made and entered into as of the 12th day of August, 2010, by and among DOUGLAS E. RABE, AS SUCCESSOR TRUSTEE PURSUANT TO THE FMC LAND TRUST AGREEMENT NUMBER 1001, AND NOT INDIVIDUALLY (“FMC Seller”), TENET HIALEAH HEALTHSYSTEM, INC., a Florida corporation (“Hialeah Seller”), TENET HEALTHSYSTEM NORTH SHORE, INC., a Florida corporation (“North Shore Seller”), LIFEMARK HOSPITALS, INC., a Delaware corporation (“Palmetto Seller”), TENET GOOD SAMARITAN, INC., a Florida corporation (“Samaritan Seller”), and TENET ST. MARY’S INC., a Florida corporation (“St. Mary’s Seller”) (collectively called “Seller”), and APPLEFIELD WAXMAN CAPITAL, INC., a Florida corporation (“Buyer”).
