0001104659-09-064975 Sample Contracts

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (CALIFORNIA)
Security Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the “Instrument”) is dated as of the 28th day of October, 2009, by BEHRINGER HARVARD NOHO, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, as trustor (“Borrower”), to Chicago Title Company, whose address is 700 S. Flower Street, Suite 800, Los Angeles, CA 90017, as trustee (“Trustee”), for the benefit of Red Mortgage Capital, Inc., a corporation organized and existing under the laws of Ohio, whose address is Two Miranova Place, 12th Floor, Columbus, Ohio 43215, as beneficiary (“Lender”).

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AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS
Agreement of Sale and Purchase • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • California

THIS AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS (this “Agreement”), dated as of October 12, 2009 (the “Agreement Date”), is between ACACIA ON SANTA ROSA CREEK, LLC, a California limited liability company (“Seller”), and BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership (“Buyer”).

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LIMITED LIABILITY COMPANY AGREEMENT OF BEHRINGER HARVARD WATERFORD PLACE VENTURE, LLC (a Delaware Limited Liability Company) Dated as of May 29, 2009
Limited Liability Company Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of BEHRINGER HARVARD WATERFORD PLACE VENTURE, LLC is made and entered into as of May 29, 2009, by and between Behringer Harvard Waterford Place, LLC (“BH REIT”), a Delaware limited liability company that is an indirect wholly owned subsidiary of Behringer Harvard Multifamily REIT I, Inc. with its principal office at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, and BEHRINGER HARVARD MASTER PARTNERSHIP I LP (“BH MP”), a Delaware limited partnership with its principal office at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.

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SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN SAF BURROUGHS MILLS LLC (Seller) AND BEHRINGER HARVARD MULTIFAMILY OP I LP (Purchaser) AND PARTNERS TITLE COMPANY (Escrow Agent)
Sale, Purchase and Escrow Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

This Agreement, dated as of August 7, 2009 (the “Effective Date”), is made by and between SAF Burroughs Mills LLC, a Delaware limited liability company (“Seller”), and Behringer Harvard Multifamily OP I LP, a Delaware limited partnership (“Purchaser”) and constitutes (i) a contract of sale and purchase between the parties and (ii) an escrow agreement among Seller, Purchaser and Partners Title Company (“Escrow Agent”), the consent of which appears at the end hereof.

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FIRST IMPLEMENTATION AGREEMENT TO OWNER PARTICIPATION AGREEMENT by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES and SL NO HO, LLC November, 2002 North Hollywood Redevelopment Project
First Implementation Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

This FIRST IMPLEMENTATION AGREEMENT TO OWNER PARTICIPATION AGREEMENT (this “Agreement”), by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, a public body, corporate and politic (the “Agency”;), and SL NO HO, LLC, a California limited liability company (the “Developer”) is entered into as of the date of execution of this Agreement by the Agency. The Agency and the Developer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY
Covenant Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts
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AGREEMENT OF SALE
Agreement of Sale • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts
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THIRD IMPLEMENTATION AGREEMENT TO OWNER PARTICIPATION AGREEMENT by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES and SL NO HO, LLC North Hollywood Redevelopment Project
Third Implementation Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

This THIRD IMPLEMENTATION AGREEMENT TO OWNER PARTICIPATION AGREEMENT (this “Third Implementation Agreement”) is entered into as of October 1, 2004 by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, a public body, corporate and politic (the “Agency”), and SL NO HO, LLC, a California limited liability company (the “Developer”). The Agency and the Developer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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OWNER PARTICIPATION AGREEMENT by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES “Agency” and SL NO HO, LLC “Developer” December, 2001 North Hollywood Redevelopment Project
Owner Participation Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts • California

This OWNER PARTICIPATION AGREEMENT (this “Agreement”) is entered into as of December, 2001, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, a public body, corporate and politic (the “Agency”), and SL NO HO, LLC, a California Limited liability company (the “Developer”). The Agency and the Developer are sometimes referred to herein individually as a “Party” and collectively as the “Parties,”

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SECOND IMPLEMENTATION AGREEMENT TO OWNER PARTICIPATION AGREEMENT
Second Implementation Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

This SECOND IMPLEMENTATION AGREEMENT TO OWNER PARTICIPATION AGREEMENT (this “Second Implementation Agreement”) is entered into as of December 12, 2003 by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, a public body, corporate and politic (the “Agency”), and SL NO HO, LLC, a California limited liability company (the “Developer”). The Agency and the Developer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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ASSIGNMENT OF AGREEMENT OF SALE
Assignment of Agreement of Sale • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

This Assignment of Agreement of Sale (this Assignment) is made to be effective as of August 19, 2009, by BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership (Assignor), and BEHRINGER HARVARD NOHO, LLC, a Delaware limited liability company (Assignee).

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MULTIFAMILY NOTE
Behringer Harvard Multifamily Reit I Inc • November 13th, 2009 • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned (“Borrower”) jointly and severally (if more than one) promises to pay to the order of RED MORTGAGE CAPITAL, INC., an Ohio corporation, the principal sum of Fifty-One Million Three Hundred Thousand and 00/100 Dollars (US $51,300,000.00), with interest accruing at the Interest Rate on the unpaid principal balance from the Disbursement Date until fully paid.

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ASSUMPTION AGREEMENT
Assumption Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property, and copies of all written contacts, Leases, and other instruments which affect the Mortgaged Property; provided, however, that each of the following must be maintained on and available at the Mortgaged Property:

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ASSIGNMENT AND ASSUMPTION OF SALE, PURCHASE AND ESCROW AGREEMENT
Assignment and Assumption Of • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

THIS ASSIGNMENT is made and entered into as of this 12th day of September, 2009, by and between BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership any (hereinafter referred to as “Assignor”), and BEHRINGER HARVARD BURROUGHS MILL REIT, LLC, a Delaware limited liability company (hereinafter referred to as “Assignee”).

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ASSUMPTION AGREEMENT
Assumption Agreement • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

Addison, Texas), complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property, and copies of all written contracts, Leases, and other instruments which affect the Mortgaged Property; provided, however, that each of the following must be maintained on and available at the Mortgaged Property:

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AMENDMENT TO AGREEMENT OF SALE
Agreement of Sale • November 13th, 2009 • Behringer Harvard Multifamily Reit I Inc • Real estate investment trusts

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, terms, and agreements set forth in this Amendment, and other consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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