Exhibit 10.1
TERMINATION
AGREEMENT
This Termination Agreement (this “
Termination Agreement ”) is made and entered into
effective as of this 20th day of December, 2007, among
BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited
partnership (“ Borrower ”); BEHRINGER HARVARD
MULTIFAMILY REIT I, INC., a Maryland corporation (“
REIT ”), BEHRINGER HARVARD HOLDINGS, LLC, a Delaware
limited liability company (the “ Sponsor ”); and
BEHRINGER HARVARD OPERATING PARTNERSHIP I LP, a Texas limited
partnership, as agent (in such capacity, the “ Agent
”) and as lender (in such capacity, the “ Lender
” and together with Borrower, REIT and Sponsor, each a
“ Party ” and together the “
Parties ”).
WITNESSETH:
WHEREAS, the Parties and each of the
Subsidiary Guarantors (as defined in the Agreement (as hereinafter
defined)) made a party thereto from time to time, previously
entered into a Revolving Credit, Security and Guaranty Agreement,
dated April 2, 2007, and that certain First Amendment to
Revolving Credit, Security and Guaranty Agreement, dated
August 29, 2007 (the “ Agreement ”).
WHEREAS, the Parties desire to terminate the
Agreement on the terms set forth herein.
NOW
THEREFORE, for the reasons described above, in consideration of the
promises and the mutual covenants and representations herein
contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged,
Borrower and Lender hereby agree as follows:
AGREEMENT:
1.
Capitalized Terms . All capitalized terms used, but
not defined herein shall have the meanings set forth in the
Agreement.
2.
Termination of Agreement . Each of Borrower and Lender
agree that the Agreement be and hereby is terminated in accordance
with Section 13.2 therein. Lender hereby waives
Borrower’s requirement to provide 30-day written notice of
such termination.
3.
No Outstanding Obligations . Borrower hereby
represents and warrants that there remain no Obligations
outstanding to Lender under the Agreement or otherwise and
acknowledges and agrees that Borrower shall no longer be under any
obligation to make any Advances thereunder. Further, Lender
hereby acknowledges receipt from Borrower of $67,456.03, in
satisfaction of all amounts due
