Exhibit
10.2


 


 




FORM OF PROPERTY MANAGEMENT AND LEASING AGREEMENT




 


This
PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Management Agreement”) is made
and entered into as of the       day of              ,
2007, by and among BEHRINGER HARVARD OPPORTUNITY REIT II, INC., a Maryland
corporation (“BH OPPORTUNITY REIT II”), BEHRINGER HARVARD OPPORTUNITY OP II LP,
a Texas limited partnership (“BH OPPORTUNITY II LP”), and BEHRINGER HARVARD
OPPORTUNITY MANAGEMENT SERVICES, LLC, a Texas limited liability company (the “Manager”).


 


WHEREAS, BH OPPORTUNITY II LP was organized to
acquire, own, operate, lease and manage real estate properties on behalf of BH
OPPORTUNITY REIT II;


 


WHEREAS,
BH OPPORTUNITY REIT II intends to raise money from the sale of its common stock
to be used, net of payment of certain offering costs and expenses, for
investment in the acquisition or construction of income-producing real estate
and other real estate-related investments (including the making or purchase of
mortgage, bridge or mezzanine loans), some or all of which are to be acquired
and held by Owner (as hereinafter defined) on behalf of BH OPPORTUNITY REIT II;
and


 


WHEREAS,
Owner intends to retain Manager to manage and coordinate the leasing of certain
of the real estate properties acquired by Owner under the terms and conditions
set forth in this Management Agreement.


 


NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, do hereby agree, as
follows:


 


ARTICLE I


 


DEFINITIONS


 


Except
as otherwise specified or as the context may otherwise require, the following
terms have the respective meanings set forth below for all purposes of this
Management Agreement, and the definitions of such terms are equally applicable
both to the singular and plural forms thereof:


 


1.1           “Advisor”
means Behringer Harvard Opportunity Advisors II LP, a Texas limited
partnership, or its successor as advisor of BH OPPORTUNITY REIT II.


 


1.2           “Affiliate”
means, with respect to any Person, (i)
any Person directly or indirectly owning, controlling or holding, with the
power to vote, 10% or more of the outstanding voting securities of such other
Person; (ii) any Person 10% or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held, with the power to vote, by
such other Person; (iii) any Person directly or indirectly controlling, controlled
by or under common control with such other Person; (iv) any executive officer,
director, trustee or general partner of such other Person; and (v) any legal
entity for which such Person acts as an executive officer, director, trustee or
general partner.


 


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1.3           “Gross Revenues” means all amounts actually collected as rents or other
charges for the use and occupancy of the Properties, but shall exclude interest
and other investment income of Owner and proceeds received by Owner for a sale,
exchange, condemnation, eminent domain taking, casualty or other disposition of
assets of Owner.


 


1.4           “Improvements” means buildings, structures, equipment from time to time
located on the Properties and all parking and common areas located on the
Properties.


 


1.5           “Intellectual Property Rights” means all rights, titles and
interests, whether foreign or domestic, in and to any and all trade secrets,
confidential information rights, patents, invention rights, copyrights, service
marks, trademarks, know-how, or similar intellectual property rights and all
applications and rights to apply for such rights, as well as any and all moral
rights, rights of privacy, publicity and similar rights and license rights of
any type under the laws or regulations of any governmental, regulatory, or
judicial authority, foreign or domestic and all renewals and extensions
thereof.


 


1.6           “Lease” means, unless the context otherwise requires, any lease or
sublease made by Owner as landlord or by its predecessor.


 


1.7           “Management Fees” has the meaning set forth in Section 5.1 hereof.


 


1.8           “Owner” means BH OPPORTUNITY REIT II, BH OPPORTUNITY II LP and any
joint venture, limited liability company or other Affiliate of BH OPPORTUNITY
REIT II or BH OPPORTUNITY II LP that owns, in whole or in part, on behalf of BH
OPPORTUNITY REIT II, any Properties.


 


1.9           “Person” means an individual, corporation, association, business trust,
estate, trust, partnership, limited liability company or other legal entity.


 


1.10         “Properties” means all real estate properties owned by Owner and all
tracts as yet unspecified but to be acquired by Owner containing
income-producing improvements or on which Owner will construct income-producing
improvements.


 


1.11         “Property Amendment” means an amendment to this Management Agreement
describing a Property and the Owner thereof and any variations to the basic
terms and conditions of this Management Agreement with respect to the Property
related thereto.


 


1.12         “Proprietary Property” means all modeling algorithms, tools,
computer programs, know-how, methodologies, processes, technologies, ideas,
concepts, skills, routines, subroutines, operating instructions and other
materials and aides used in performing the duties set forth in Article 2 that
relate to management advice, services and techniques regarding current and
potential Properties, and all modifications, enhancements and derivative works
of the foregoing.


 


1.13         “Texas
Tax Code” means the Texas Tax Code as amended by Texas H.B. 3, 79th Leg., 3rd
C.S. (2006), and reference to any provision of the Texas Tax Code Act shall
mean such provision as in effect from time to time, as the same may be amended,
and any successor provision thereto, as interpreted by any applicable
administrative rules as in effect from time to time.


 


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ARTICLE
II


 


APPOINTMENT
AND STATUS OF MANAGER; SERVICES TO BE PERFORMED


 


2.1           Appointment of Manager. Owner hereby engages and retains Manager as
the manager and as tenant coordinating agent of the Properties, and Manager
hereby accepts such appointment on the terms and conditions hereinafter set
forth; it being understood that this Management Agreement shall cause Manager
to be, at law, Owner’s agent upon the terms contained herein. Owner and Manager
shall execute a Property Amendment for each Property setting forth a
description of the Property, the individual legal Owner with respect to the
Property, and any variations from the terms and conditions set forth in this
Management Agreement with respect to the management and leasing of the
Property.


 


2.2           Treatment Under Texas Margin Tax. For purposes of the Texas margin tax,
Manager’s performance of the services specified in this Management Agreement
will cause Manager to conduct part of the active trade or business of Owner,
and Manager’s compensation includes both the payment of management fees and the
reimbursement of specified costs incurred in Manager’s conduct of the active
trade or business of Owner. Therefore, Owner and Manager intend Manager to be,
and shall treat Manager as, a “management company” within the meaning of
Section 171.0001(11) of the Texas Tax Code. Owner and Manager will apply
Sections 171.1011(m-1) and 171.1013(f)-(g) of the Texas Tax Code to Owner’s reimbursements
paid to Manager pursuant to this Management Agreement of specified costs and
allocable wages and compensation. Owner and Manager further recognize and
intend that as a result of the relationship created by this Management Agreement,
reimbursements paid to Manager pursuant to this Management Agreement include
(i) ”flow-though funds” that Manager is mandated by law or fiduciary duty
to distribute, within the meaning of Section 171.1011(f) of the Texas Tax Code,
and (ii) “flow-through funds” that Manager is mandated by contract to
distribute, within the meaning of Section 171.1011(g). The terms of this Management
Agreement shall be interpreted in a manner consistent with the characterization
of the Manager as a “management company” as defined in Section 171.0001(11),
and with the characterization of the reimbursements as “flow-though funds”
within the meaning of Section 171.1011(f)-(g) of the Texas Tax Code.


 


2.3           General Duties. Manager shall devote its best efforts to
performing its duties hereunder to manage, operate, maintain and lease the
Properties in a diligent, careful and vigilant manner. The services of Manager
are to be of scope and quality not less than those generally performed by
professional property managers of other similar properties in the same
geographic area. Manager shall make available to Owner the full benefit of the
judgment, experience and advice of the members of Manager’s organization and
staff with respect to the policies to be pursued by Owner relating to the
operation and leasing of the Properties.


 


2.4           Specific Duties. Manager’s duties include the following:


 


(a)           Lease
Obligations. Manager shall perform all duties of the landlord under all
Leases insofar as such duties relate to operation, maintenance, and day-to-day
management. Manager shall also provide or cause to be provided, at Owner’s
expense, all services normally provided to tenants of like premises, including
where applicable and without limitation, gas, electricity or other utilities
required to be furnished to commercial tenants, repairs and maintenance
necessary to preserve the Properties in its present condition and for the
operating efficiency thereof, and cleaning and janitorial service. Manager
shall arrange for and supervise the performance of all installations and
improvements in space leased to any tenant that are either expressly required
under the terms of the Lease of such space or that are customarily provided to commercial
tenants.


 


(b)           Maintenance.
Manager shall cause the Properties to be maintained in the same manner as
similar properties in the same geographic area. Manager’s duties and
supervision in


 


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this respect shall include, without limitation,
cleaning of the interior and the exterior of the Improvements and the public
common areas on the Properties and the making and supervision of repair,
alterations, and decoration of the Improvements, subject to and in strict
compliance with this Management Agreement and the Leases. Construction
activities undertaken by Manager, if any, will be limited to activities related
to the management, operation, maintenance, and leasing of each Property (e.g.,
repairs, renovations, and leasehold improvements).


 


(c)           Leasing
Functions. Manager shall coordinate the leasing of the Properties and shall
negotiate and use its best efforts to secure executed Leases from qualified
tenants, and to execute same on behalf of Owner, if requested, for available
space in the Properties, such Leases to be in form and on terms approved by
Owner and Manager, and to bring about complete leasing of the Properties. Manager
shall be responsible for the hiring of all duly qualified and licensed leasing
agents, as necessary for the leasing of the Properties, and to otherwise
oversee and manage the leasing process on behalf of Owner.


 


(d)           Notice
of Violations. Manager shall forward to Owner promptly upon receipt all
notices of violation or other notices from any governmental authority, and
board of fire underwriters or any insurance company, and shall make such
recommendations regarding compliance with such notice as shall be appropriate.


 


(e)           Personnel.
Any personnel hired by Manager to maintain, operate and lease each Property
shall be the employees or independent contractors of Manager and not of Owner
of such Property, BH OPPORTUNITY II LP or BH OPPORTUNITY REIT II. Manager shall
use due care in the selection and supervision of such employees or independent
contractors, who shall be duly qualified and licensed, as necessary. Manager
shall be responsible for the preparation of and shall timely file all payroll
tax reports and timely make payments of all withholding and other payroll taxes
with respect to each employee.


 


(f)            Utilities
and Supplies. Manager shall enter into or renew contracts for electricity,
gas, steam, landscaping, fuel, oil, maintenance and other services as are
customarily furnished or rendered in connection with the operation of similar
rental property in the same geographic area.


 


(g)           Expenses.
Manager shall analyze all bills received for services, work and supplies in
connection with maintaining and operating the Properties, pay all such bills
when due, and, if requested by Owner, pay, when due, utility and water charges,
sewer rent and assessments, and any other amount payable in respect to the
Properties. All bills shall be paid by Manager within the time required to
obtain discounts, if any. Owner may from time to time request that Manager
forward certain bills to Owner promptly after receipt, and Manager shall comply
with any such request. Manager shall pay all bills, assessments, real property
taxes, insurance premiums and any other amount payable in respect to the
Properties out of the Account (as hereinafter defined). All expenses shall be
billed at net cost (i.e., less all
rebates, commissions, discounts and allowances, however designed).


 


(h)           Monies
Collected. Manager shall timely collect all rent and other monies, in the
form of a check or money order, from tenants and any sums otherwise due Owner
with respect to the Properties in the ordinary course of business. Owner
authorizes Manager to request, demand, collect and provide receipt for all such
rent and other monies and to institute legal proceedings in the name of Owner
for the collection thereof and for the dispossession of any tenant in default
under its Lease.


 


(i)            Banking
Accommodations. Manager shall establish and maintain a separate checking
account (the “Account”) for funds relating to the Properties. All monies
deposited from time to time in the Account shall be deemed to be trust funds
and shall be and remain the property


 


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of Owner and shall be withdrawn and disbursed by
Manager for the account of Owner only as expressly permitted by this Management
Agreement for the purposes of performing the obligations of Manager hereunder. No
monies collected by Manager on Owner’s behalf shall be commingled with funds of
Manager. The Account shall be maintained, and monies shall be deposited therein
and withdrawn therefrom, in accordance with the following:


 


(i)            All sums received from rents
and other income from the Properties shall be promptly deposited by Manager in
the Account. Manager shall have the right to designate two or more persons who
shall be authorized to draw against the Account, but only for purposes
authorized by this Management Agreement.


 


(ii)           All sums due to Manager
hereunder, whether for compensation, reimbursement for expenditures, or
otherwise, as herein provided, shall be a charge against the operating revenues
of the Properties and shall be paid and/or withdrawn by Manager from the
Account prior to the making of any other disbursements therefrom.


 


(iii)          By the 15th day
after the end of each month, Manager shall forward to Owner all monies
contained in the Account other than a reserve of $5,000 and any other amounts
otherwise provided in the budget, which shall remain in the Account.


 


(j)            Controlling
Agreements. Manager has received copies of (and will be provided with
copies of future) articles of incorporation, agreements of limited partnership,
joint venture agreements, operating agreements, loan agreements, deeds of trust
or mortgages, each as may be amended from time to time, of Owner, as applicable
(the “Controlling Agreements”) and is and will be familiar with the terms
thereof. Manager shall use reasonable care to avoid any act or omission that,
in the performance of its duties hereunder, shall in any way conflict with the
terms of Controlling Agreements.


 


(k)           Signs.
Manager shall place and remove, or cause to be placed and removed, such signs
upon the Properties as Manager deems appropriate, subject, however, to the
terms and conditions of the Leases and to any applicable ordinances and
regulations.


 


2.5           Approval of Leases, Contracts, Etc. In fulfilling its duties to Owner, Manager
may and hereby is authorized to enter into any leases, contracts or agreements
on behalf of Owner in the ordinary course of the management, operation,
maintenance and leasing of each Property.


 


2.6           Accounting, Records and Reports.


 


(a)           Records.
Manager shall maintain all office records and books of account and shall record
therein, and keep copies of, each invoice received from services, work and
supplies ordered in connection with the maintenance and operation of the Properties.
Such records shall be maintained on a double entry basis. Owner and persons
designated by Owner shall at all reasonable time have access to and the right
to audit and make independent examinations of such records, books and accounts
and all vouchers, files and all other material pertaining to the Properties and
this Management Agreement, all of which Manager agrees to keep safe, available
and separate from any records not pertaining to the Properties, at a place
recommended by Manager and approved by Owner.


 


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(b)           Monthly
Reports. On or before the 15th day after the end of each month
during the term of this Management Agreement, Manager shall prepare and submit
to Owner the following reports and statements:


 


(i)            rental collection record;


 


(ii)           monthly operating statement;


 


(iii)          copy of cash disbursements
ledger entries for such period, if requested;


 


(iv)          copy of cash receipts ledger
entries for such period, if requested;


 


(v)           the original copies of all
contracts entered into by Manager on behalf of Owner during such period, if
requested; and


 


(vi)          copy of ledger entries for
such period relating to security deposits maintained by Manager, if requested.


 


(c)           Budgets
and Leasing Plans. Not later than November 15 of each calendar year,
Manager shall prepare and submit to Owner for its approval an operating budget
and a marketing and leasing plan on each Property for the calendar year
immediately following such submission. In connection with any acquisition of a
Property by Owner, Manager shall prepare a budget and marketing and leasing
plan for the remainder of the calendar year. The budget and marketing and
leasing plan shall be in the form of the budget and plan approved by Owner
prior to the date thereof. As often as reasonably necessary during the period
covered by any such budget, Manager may submit to Owner for its approval an
updated budget or plan incorporating such changes as shall be necessary to
reflect cost over-runs and the like during such period. If Owner does not
disapprove any such budget within 30 days after receipt thereof by Owner, such
budget shall be deemed approved. If Owner shall disapprove any such budget or
plan, it shall so notify Manager within said 30-day period and explain the reasons
therefor. If Owner disapproves of any budget or plan, Manager shall submit a
revised budget or plan, as applicable, within 10 (ten) days of receipt of the
notice of disapproval, and Owner shall have 10 (ten) days to provide notice to
Manager if it disapproves of any such revised budget or plan. Manager will not
incur any costs other than those included in, and only to the extent provided
for (subject to reasonable deviation for changes in market costs), in any
budget except for:


 


(i)            tenant improvements and real
estate commissions required under a Lease;


 


(ii)           maintenance or repair costs
under $5,000 per Property;


 


(iii)          costs incurred in emergency
situations in which action is immediately necessary for the preservation or
safety of a Property, or for the safety of occupants or other persons (or to
avoid the suspension of any necessary service at a Property);


 


(iv)          expenditures for real estate
taxes and assessment; and


 


(v)           maintenance supplies calling
for an aggregate purchase price less than $25,000 per annum for all Properties.


 


Budgets prepared by Manager shall be for planning and
informational purposes only, and Manager shall have no liability to Owner for
any failure to meet any such budget. However, Manager will use its best efforts
to operate within the approved budget.


 


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(d)           Legal
Requirements. Manager shall execute and file when due all forms, reports,
and returns required by law relating to the employment of its personnel. Manager
shall be responsible for notifying Owner in the event it receives notice that
any Improvement on a Property or any equipment therein does not comply with the
requirements of any statute, ordinance, law or regulation of any governmental
body or of any public authority or official thereof having or claiming to have
jurisdiction thereover. Manager shall promptly forward to Owner any complaints,
warnings, notices or summonses received by it relating to such matters. Owner
represents that to the best of its knowledge each of its Properties and any
equipment thereon will upon acquisition by Owner comply with all such
requirements. Owner authorizes Manager to disclose the ownership of each
Property by Owner to any such officials. Owner agrees to indemnify, protect,
defend, save and hold harmless Manager and its stockholders, officers,
directors, employees, managers, successors and assigns (collectively, the “Manager
Indemnified Parties”) of and from any and all Losses (as defined in
Section 6.5(a) hereof) that may be imposed on them or any or all of them
by reason of the failure of Owner to correct any present or future violation or
alleged violation of any and all present or future laws, ordinances, statutes,
or regulations of any public authority or official thereof, having or claiming
to have jurisdiction thereover, of which it has actual notice.


 


2.7           Dealings
with Advisor. Unless Owner specifically informs Manager to the contrary,
Advisor may perform any of the obligations or exercise any of the rights of
Owner under this Management Agreement.


 


ARTICLE
III


 


AUTHORITY
GRANTED TO MANAGER AND CERTAIN OWNER OBLIGATIONS


 


3.1           Authority As To Tenants, Etc. Owner agrees and does hereby give Manager the
following exclusive authority and powers (all of which shall be exercised
either in the name of Manager, as manager for Owner, or in the name or Owner
entered into by Manager as Owner’s authorized agent, and Owner shall assume all
expenses in connection with such matters):


 


(a)           to
advertise each Property or any part thereof and to display signs thereon, as
permitted by law;


 


(b)           to
lease the Properties to tenants;


 


(c)           to
pay all expenses of leasing each Property, including but not limited to,
newspaper and other advertising, signage, banners, brochures, referral
commissions, leasing commissions, finder’s fees and salaries, bonuses and other
compensation of duly qualified and licensed leasing personnel responsible for
the leasing of each Property;


 


(d)           to
cause references of prospective tenants to be investigated, it being understood
and agreed by the parties hereto that Manager does not guarantee the
creditworthiness or collectibility of accounts receivable from tenants, users
or lessees; and to negotiate new Leases and renewals and cancellations of
existing Leases that shall be subject to Manager obtaining Owner’s approval;


 


(e)           to
collect from tenants all or any of the following: a late rent administrative
charge, a non-negotiable check charge, credit report fee, a subleasing
administrative charge and/or broker’s commission; and Manager need not account
for such charges and/or commission to Owner;


 


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(f)            to
terminate tenancies and to sign and serve in the name of Owner of each Property
such notices as are deemed necessary by Manager;


 


(g)           to
institute and prosecute actions to evict tenants and to recover possession of each
Property or portions thereof; and


 


(h)           with
Owner’s authorization, to sue for and in the name of Owner and recover rent and
other sums due; and to settle, compromise, and release such actions or suits,
or reinstate such tenancies. All expenses of litigation including, but not
limited to, attorneys’ fees, filing fees, and court costs that Manager shall
incur in connection with the collecting of rent and other sums, or to recover
possession of any Property or any portion thereof, shall be deemed to be an
operational expense of the Property. Manager and Owner shall concur on the
selection of the attorneys to handle such litigation.


 


3.2           Operational
Authority. Owner agrees and does hereby give Manager the following
exclusive authority and powers (all of which shall be exercised either in the
name of Manager, as manager for Owner, or in the name of Owner entered into by
Manager as Owner’s authorized agent, and Owner shall assume all expenses in
connection with such matters):


 


(a)           to
hire, supervise, discharge, and pay all labor required for the operation and
maintenance of each Property including but not limited to on-site personnel,
managers, assistant managers, leasing consultants, engineers, janitors,
maintenance supervisors and other employees required for the operation and
maintenance of each Property, including personnel spending a portion of their
working hours (to be charged on a pro rata basis) at each Property. All
expenses of such employment shall be deemed operational expenses of the
Property (notwithstanding any possible implication to the contrary in Section
2.4(e)).


 


(b)           to
make or cause to be made all ordinary repairs and replacements necessary to
preserve each Property in its present condition and for the operating
efficiency thereof and all alterations required to comply with lease
requirements, and to decorate each Property;


 


(c)           to
negotiate and enter into, as Manager of each Property, contracts for all items
on budgets that have been approved by Owner, any repairs for items not
exceeding $5,000, any emergency services, appropriate service agreements and
labor agreements for normal operation of each Property with duly qualified and
licensed Persons, which have terms not to exceed three years, and agreements
for all budgeted maintenance, minor alterations, and utility services,
including, but not limited to, electricity, gas, fuel, water, telephone, window
washing, scavenger service, landscaping, snow removal, pest exterminating,
decorating and legal services in connection with the Leases and service
agreements relating to each Property, and other services or such of them as
Manager may consider appropriate; and


 


(d)           to
purchase supplies and pay all bills.


 


Manager shall use its best efforts to obtain the
foregoing services and utilities for each Property under terms that are as
cost-effective and otherwise favorable to Manager as possible for the quality
of services and utilities required. Owner hereby appoints Manager as Owner’s
authorized Manager for the purpose of executing, as manager for said Owner, all
such contracts. In addition, Owner agrees to specifically assume in writing all
obligations under all such contracts so entered into by Manager, on behalf of
Owner of the Property, upon the termination of this Management Agreement, and
Owner shall indemnify, protect, save, defend and hold harmless Manager and the
other Manager Indemnified Parties from and against any and all Losses resulting
from, arising out of or in any way related to such contracts and that relate to
or concern matters occurring after termination of this Management Agreement,
but excluding matters arising out of Manager’s willful misconduct, gross
negligence and/or unlawful acts.


 


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Manager
shall secure the approval of, and execution of appropriate contracts by, Owner
for any non-budgeted and non-emergency/contingency capital items, alterations
or other expenditures in excess of $5,000 for any one item, securing for each
item at least three written bids, if practicable, or providing evidence
satisfactory to Owner that the contract amount is lower than industry standard
pricing, from responsible contractors. Manager shall have the right from time
to time during the term hereof, to contract with and make purchases from duly
qualified and licensed Affiliates of Manager, provided that contract rates and
prices are competitive with other available sources. Manager may at any time
and from time to time request and receive the prior written authorization of
Owner of the specific Property of any one or more purchases or other
expenditures, notwithstanding that Manager may otherwise be authorized
hereunder to make such purchases or expenditures.


 


3.3           Rent
and Other Collections. Owner agrees and does hereby give Manager the
exclusive authority and powers (all of which shall be exercised either in the
name of Manager, as manager for Owner, or in the name or Owner entered into by
Manager as Owner’s authorized agent, and Owner shall assume all expenses in
connection with such matters) to collect rents and/or assessments and other
items, including but not limited to tenant payments for real estate taxes,
property liability and other insurance, damages and repairs, common area
maintenance, tax reduction fees and all other tenant reimbursements,
administrative charges, proceeds of rental interruption insurance, parking
fees, income from coin operated machines and other miscellaneous income, due or
to become due and give receipts therefor and to deposit all such Gross Revenue
collected hereunder in the Account. Manager may endorse any and all checks
received in connection with the operation of any Property and drawn to the
order of Owner, and Owner shall, upon request, furnish Manager’s depository
with an appropriate authorization for Manager to make such endorsement. Manager
shall also have the exclusive authority to collect and handle tenants’ security
deposits, including the right to apply such security deposits to unpaid rent,
and to comply, on behalf of Owner of each Property, with applicable state or
local laws concerning security deposits and interest thereon, if any. Manager
shall not be required to advance any monies for the care or management of any
Property. Owner agrees to advance all monies necessary therefor. If Manager
shall elect to advance any money in connection with a Property, Owner agrees to
reimburse Manager forthwith and hereby authorizes Manager to deduct such
advances from any monies due Owner. In connection with any insured losses or
damages relating to any Property, Manager shall have the exclusive authority to
handle all steps necessary regarding any such claim; provided that Manager will
not make any adjustments or settlements in excess of $10,000 without Owner’s
prior written consent.


 


3.4           Payment
of Expenses. Owner agrees and does hereby give Manager the exclusive
authority and power (all of which shall be exercised either in the name of
Manager, as manager for Owner, or in the name or Owner entered into by Manager
as Owner’s authorized agent, and Owner shall assume all expenses in connection
with such matters) to pay all expenses of each Property from the Gross Revenue
collected in accordance with Section 3.3 above, from the Account. It is
understood that the Gross Revenue will be used first to pay the compensation to
Manager as contained in Article 5 below, then operational expenses and then any
mortgage indebtedness, including real estate tax and insurance impounds, but
only as directed by Owner in writing and only if sufficient Gross Revenue is
available for such payments. Nothing in this Management Agreement shall be
interpreted in such a manner as to obligate Manager to pay from Gross Revenue,
any expenses incurred by Owner prior to the commencement of this Management Agreement,
except to the extent Owner advances additional funds to pay such expenses.


 


3.5           Environmental Matters. Owner hereby warrants and represents to
Manager that to the best of Owner’s knowledge, no Property, upon acquisition by
Owner, nor any part thereof, will be used to treat, deposit, store, dispose of
or place any hazardous substance that may subject Manager to liability or
claims under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C.A. Section 9607) or any constitutional
provision, statute, ordinance, law, or regulation of any governmental body or
of any order or ruling of any public authority or official thereof, having or
claiming to have jurisdiction thereover. Furthermore, Owner agrees to
indemnify, protect, defend, save and hold


 


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harmless Manager and all of the other Manager Indemnified
Parties from any and all Losses involving, concerning or in any way related to
any past, current or future allegations regarding treatment, depositing,
storage, disposal or placement by any party other than Manager of hazardous
substances on any Property.


 


3.6           Legal Status of Properties. Owner represents that to the best of its
knowledge each Property and any equipment thereon, when acquired by Owner, will
comply with all legal requirements and authorizes Manager to disclose the
identity of the owner of each Property to any such officials and agrees to
indemnify, protect, defend, save and hold harmless Manager and the other Manager
Indemnified Parties of and from any and all Losses that may be imposed on them
or any of them by reason of the failure of Owner to correct any present or
future violation or alleged violation of any and all present or future laws,
ordinances, statutes, or regulations of any public authority or official
thereof, having or claiming to have jurisdiction thereover, of which it has
actual notice. In the event it is alleged or charged that any Improvement or
any equipment on a Property or any act or failure to act by Owner with respect
to the Property or the sale, rental, or other disposition thereof fails to
comply with, or is in violation of, any of the requirements of any
constitutional provision, statute, ordinance, law, or regulation of any
governmental body or any order or ruling of any public authority or official
thereof having or claiming to have jurisdiction thereover, and Manager, in its
sole and absolute discretion, considers that the action or position of Owner,
with respect thereto may result in damage or liability to Manager, Manager
shall have the right to cancel this Management Agreement at any time by written
notice to Owner of its election so to do, which cancellation shall be effective
upon the service of such notice. Such cancellation shall not release the
indemnities of Owner set forth in this Management Agreement and shall not
terminate any liability or obligation of Owner to Manager for any payment,
reimbursement, or other sum of money then due and payable to Manager hereunder.


 


3.7           Extraordinary Payments. Owner agrees to give adequate advance
written notice to Manager if Owner desires that Manager make any extraordinary
payment, out of Gross Revenue, to the extent funds are available after the
payment of Manager’s compensation as provided for herein and all operational
expenses, of mortgage indebtedness, general taxes, special assessments, or
fire, boiler or any other insurance premiums.


 


ARTICLE
IV


 


EXPENSES


 


4.1           Owner’s Expenses. Except as otherwise specifically provided,
all costs and expenses incurred hereunder by Manager in fulfilling its duties
to Owner shall be for the account of and on behalf of Owner. Such costs and
expenses shall include the wages and salaries and other employee-related
expenses of all on-site and off-site employees of Manager who are engaged in
the operation, management, maintenance and leasing or access control of the
Properties, including taxes, insurance and benefits relating to such employees,
and legal, travel and other out-of-pocket expenses that are directly related to
the management of specific Properties. All costs and expenses for which Owner
is responsible under this Management Agreement shall be paid by Manager out of
the Account. In the event the Account does not contain sufficient funds to pay
all said expenses, Owner shall fund all sums necessary to meet such additional
costs and expenses.


 


4.2           Manager’s Expenses. Manager shall, out of its own funds, pay
all of its general overhead and administrative expenses.


 


10

















 


ARTICLE V


 


MANAGER’S
COMPENSATION


 


5.1           Management Fees. Commencing on the date hereof, Owner shall
pay Manager property management and leasing fees in an amount equal to four and
one-half percent (4.5%) of Gross Revenues (the “Management Fees”) on a monthly
basis from the rental income received from the Properties over the term of this
Management Agreement. In the event that Owner contracts directly with a
non-affiliated third-party property manager in respect of a Property, Owner
shall pay Manager an oversight fee equal to one percent (1%) of Gross Revenues
of such Property to compensate Manager for transition services to coordinate
and align the systems and policies of the third-party property manager with
those of Manager. Manager’s compensation under this Section 5.1 shall apply to
all renewals, extensions or expansions of Leases that Manager has originally
negotiated. In the event Manager assists with planning and coordinating the
construction of any tenant-paid finish-out or improvements, Manager shall be
entitled to receive from any such tenant an amount equal to not greater than
five percent (5.0%) of the cost of such tenant improvements. The Management
Fees may include the reimbursement of the specified cost incurred by the Manager
of engaging another person or entity to perform Manager’s responsibilities
hereunder, provided, however, that Manager shall be responsible for payment to
such third parties. Nothing herein shall prevent Manager from entering
fee-splitting arrangements with third parties with respect to the Management
Fees.


 


5.2           Leasing Fees. In addition to the compensation paid to
Manager under Section 5.1 above, Manager shall be entitled to receive a
separate fee for the Leases of new tenants and renewals of Leases with existing
tenants in an amount not to exceed the fee customarily charged in arm’s length
transactions by others rendering similar services in the same geographic area
for similar properties as determined by a survey of brokers and agents in such
area.


 


5.3           Audit Adjustment. If any audit of the records, books or
accounts relating to the Properties discloses an overpayment or underpayment of
Management Fees, Owner or Manager shall promptly pay to the other party the
amount of such overpayment or underpayment, as the case may be. If such audit
discloses an overpayment of Management Fees for any fiscal year of more than
the correct Management Fees for such fiscal year, Manager shall bear the cost
of such audit.


 


ARTICLE
VI


 


INSURANCE
AND INDEMNIFICATION


 


6.1           Insurance to be Carried.


 


(a)           Manager
shall obtain and keep in full force and effect insurance on the Properties
against such hazards as Owner and Manager shall deem appropriate, but in any
event insurance sufficient to comply with the Leases and Controlling Agreements
shall be maintained. All liability policies shall provide sufficient insurance
satisfactory to both Owner and Manager and shall contain waivers of subrogation
for the benefit of Manager.


 


(b)           Manager
shall obtain and keep in full force and effect, in accordance with the laws of
the state in which each Property is located, workers’ compensation and employer’s
liability insurance applicable to and covering all employees of Manager at the
Properties, and Manager shall furnish Owner certificates of insurers evidencing
that such insurance is in effect. If any work under this Management Agreement
is subcontracted as permitted herein, Manager shall include in each subcontract
a provision that the subcontractor shall also furnish Owner with such a
certificate.


 


6.2           Insurance Expenses. Premiums and other expenses of such
insurance, as well as any applicable payments in respect of deductibles shall
be borne by Owner.


 


11

















 


6.3           Cooperation with Insurers. Manager shall cooperate with and provide
reasonable access to the Properties to representatives of insurance companies
and insurance brokers or agents with respect to insurance that is in effect or
for which application has been made. Manager shall use its best efforts to
comply with all requirements of insurers.


 


6.4           Accidents and Claims. Manager shall promptly investigate and
shall report in detail to Owner all accidents, claims for damage relating to ownership,
operation or maintenance of the Properties, and any damage or destruction to
the Properties and the estimated costs of repair thereof, and shall prepare for
approval by Owner all reports required by an insurance company in connection
with any such accident, claim, damage, or destruction. Such reports shall be
given to Owner promptly, and any report not so given within 10 (ten) days after
the occurrence of any such accident, claim, damage or destruction shall be
noted in the monthly operating statement delivered to Owner pursuant to Section
2.5(b). Manager is authorized to settle any claim against an insurance company
arising out of any policy and, in connection with such claim, to execute proofs
of loss and adjustments of loss and to collect and receipt for loss proceeds.


 


6.5           Indemnification.


 


(a)           On Termination. In the event this Management Agreement is
terminated for any reason prior to the expiration of its original term or any
renewal term, Owner shall indemnify, protect, defend, save and hold harmless Manager
and all of the other Manager Indemnified Parties from and against any and all
claims, causes of action, demands, suits, proceedings, loss, judgments, damage,
awards, liens, fines, costs, attorney’s fees and expenses, of every kind and
nature whatsoever (collectively, “Losses”), that may be imposed on or incurred
by Manager by reason of the willful misconduct, gross negligence and/or
unlawful acts (such unlawfulness having been adjudicated by a court of proper
jurisdiction) of Owner.


 


(b)           Property Damage, Etc. Owner agrees to indemnify, defend, protect,
save and hold harmless Manager and all of the other Manager Indemnified Parties
from any and all Losses in connection with or in any way related to each
Property and from liability for damage to each Property and injuries to or
death of any person whomsoever, and damage to property; provided, however, that
such indemnification and exculpation shall not extend to any such Losses
arising out of the willful misconduct, gross negligence and/or unlawful acts
(such unlawfulness having been adjudicated by a court of proper jurisdiction)
of Manager, its agents, servants, or employees; provided, further, that such
indemnification and exculpation shall be limited to the extent that Manager
recovers insurance proceeds with respect to such matter. Manager shall not be
liable for any error of judgment or for any mistake of fact or law, or for any
thing that it may do or refrain from doing, except in cases of willful
misconduct, gross negligence and/or unlawful acts (such unlawfulness having
been adjudicated by a court of proper jurisdiction). Manager agrees to
indemnify, defend, protect, save and hold harmless Owner and its
stockholders, officers, directors, employees, managers, successors and assigns from any and all claims or liability for any
injury or damage to any person or property whatsoever for which Manager is
responsible occurring in, on, or about the Properties, including, without
limitation, the Improvements, when such injury or damage shall be caused by the
willful misconduct, gross negligence and/or unlawful acts (such unlawfulness
having been adjudicated by a court of proper jurisdiction) of Manager, its
agents, servants, or employees, except to the extent that Owner recovers
insurance proceeds with respect to such matter.


 


(c)           Limitations. Notwithstanding anything to the contrary in this Management Agreement,
any indemnification and exculpation by the Owner under this Management
Agreement is subject to any limitations imposed under the Company’s Articles of
Incorporation or any amendments thereto.


 


12

















 


ARTICLE
VII


 


TERM AND
TERMINATION


 


7.1           Term. This Management Agreement shall commence on the date first written above
and shall continue until the fifth (5th) anniversary of such date
and thereafter for successive five (5) year renewal periods, unless on or
before one year prior to the date last above mentioned or on or before one year
prior to the expiration of any such renewal period, Manager shall notify Owner
in writing that it elects to terminate this Management Agreement, in which case
this Management Agreement shall be thereby terminated on said last mentioned
date. In addition, and notwithstanding the foregoing, Owner may terminate this Management
Agreement at any time upon delivery of written notice to Manager not less than
thirty (30) days prior to the effective date of termination, in the event of
(and only in the event of) a showing by Owner of misconduct, negligence, or
malfeasance by Manager in the performance of Manager’s duties hereunder. In
addition, either party may terminate this Management Agreement immediately upon
the occurrence of any of the following:


 




(a)           A decree or order is
rendered by a court having jurisdiction (i) adjudging Manager as bankrupt or
insolvent, or (ii) approving as properly filed a petition seeking
reorganization, readjustment, arrangement, composition or similar relief for
Manager under the federal bankruptcy laws or any similar applicable law or
practice, or (iii) appointing a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of Manager or a substantial part of the property of
Manager, or for the winding up or liquidation of its affairs; or




 


(b)           Manager
(i) institutes proceedings to be adjudicated a voluntary bankrupt or an
insolvent, (ii) consents to the filing of a bankruptcy proceeding against it,
(iii) files a petition or answer or consent seeking reorganization,
readjustment, arrangement, composition or relief under any similar applicable
law or practice, (iv) consents to the filing of any such petition, or to the
appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency for it or for a substantial part of its property, (v) makes an
assignment for the benefit of creditors, (vi) is unable to or admits in writing
its inability to pay its debts generally as they become due unless such
inability shall be the fault of the other party, or (iv) takes corporate or
other action in furtherance of any of the aforesaid purposes.


 


7.2           Manager’s Obligations Upon Termination. Upon the termination of this Management
Agreement, Manager shall have the following duties:


 


(a)           Manager
shall deliver to Owner or its designee, all books and records with respect to
the Properties.


 


(b)           Manager
shall transfer and assign to Owner, or its designee, all service contracts and
personal property relating to or used in the operation and maintenance of the
Properties, except personal property paid for and owned by Manager. Manager
shall also, for a period of sixty (60) days immediately following the date of
such termination, make itself available to consult with and advise Owner, or
its designee, regarding the operation, maintenance and leasing of the
Properties.


 


(c)           Manager
shall render to Owner an accounting of all funds of Owner in its possession and
shall deliver to Owner a statement of all Management Fees claimed to be due to
Manager and shall cause funds of Owner held by Manager relating to the
Properties to be paid to Owner or its designee.


 


7.3           Owner’s Obligations Upon Termination. Owner shall pay or reimburse Manager for
any sums of money due it under this Management Agreement for services and
expenses prior to termination


 


13

















 


of this Management Agreement. All provisions of this
Management Agreement that require Owner to have insured, or to protect, defend,
save, hold and indemnify or to reimburse Manager shall survive any expiration
or termination of this Management Agreement and, if Manager is or becomes
involved in any claim, proceeding or litigation by reason of having been
Manager of Owner, such provisions shall apply as if this Management Agreement
were still in effect.


 


The parties understand and
agree that Manager may withhold funds for sixty (60) days after the end of the
month in which this Management Agreement is terminated to pay bills previously
incurred but not yet invoiced and to close accounts. Should the funds withheld
be insufficient to meet the obligation of Manager to pay bills previously
incurred, Owner will, upon demand, advance sufficient funds to Manager to
ensure fulfillment of Manager’s obligation to do so, within ten (10) days of
receipt of notice and an itemization of such unpaid bills.


 


ARTICLE
VIII


 


MISCELLANEOUS


 


8.1           Notices. All notices, approvals, consents and other communications hereunder
shall be in writing, and, except when receipt is required to start the running
of a period of time, shall be deemed given when delivered in person or on the
fifth day after its mailing by either party by registered or certified United
States mail, postage prepaid and return receipt requested, to the other party,
at the addresses set forth after their respect name below or at such different
addresses as either party shall have theretofore advised the other party in writing
in accordance with this Section 8.1.


 


	
  Owner:

  	
   

  	
  BEHRINGER
  HARVARD OPPORTUNITY OP II LP

  
	
   

  	
   

  	
  c/o Behringer
  Harvard Opportunity REIT II, Inc.

  
	
   

  	
   

  	
  15601 Dallas
  Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Addison, Texas
  75001

  
	
   

  	
   

  	
  Attention:  Chief Legal Officer

  
	
   

  	
   

  	
   

  
	
  Manager:

  	
   

  	
  BEHRINGER
  HARVARD OPPORTUNITY MANAGEMENT SERVICES, LLC

  
	
   

  	
   

  	
  15601 Dallas
  Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Addison, Texas
  75001

  
	
   

  	
   

  	
  Attention:  Chief Legal Officer

  



 


8.2           Governing Law; Venue. This Management Agreement shall be governed
by and construed in accordance with the laws of the State of Texas, and any
action brought to enforce the agreements made hereunder or any action which
arises out of the relationship created hereunder shall be brought exclusively
in Dallas County, Texas.


 


8.3           Assignment. Manager may assign or delegate partially or in full its duties and
rights under this Management Agreement and the fees and compensation related
thereto to a duly qualified and licensed Affiliate of Manager without the
approval of Owner. Any other assignment or delegation by Manager of its duties
and rights under this Management Agreement may be made only with the prior
written consent of Owner. Owner acknowledges and agrees that any or all of the
duties of Manager as contained herein may be assigned or delegated by Manager
and performed by a duly qualified and licensed Person (“Submanager”) with whom
Manager contracts for the purpose of performing such duties. Owner specifically
grants Manager the authority to enter into such a contract with a Submanager;
provided that, unless Owner otherwise agrees in writing with such Submanager,
Owner shall have no liability or responsibility to any such Submanager for the
payment of the Submanager’s fee or for reimbursement to the Submanager of its
expenses or to indemnify the Submanager in any manner for any


 


14

















 


matter; and provided further that Manager shall
require such Submanager to agree, in the written agreement setting forth the
duties and obligations of such Submanager, to indemnify Owner for all Losses
incurred by Owner as a result of the willful misconduct or gross negligence of
the Submanager, except that such indemnity shall not be required to the extent
that Owner recovers issuance proceeds with respect to such matter. Any contract
entered into between Manager and a Submanager pursuant to this Section 8.3
shall be consistent with the provisions of this Management Agreement, except to
the extent Owner otherwise specifically agrees in writing. This Management
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.


 


8.4           Third Party Leasing Services. Manager acknowledges that from time to time
Owner may determine that it is in the best interests of Owner to retain a third
party to provide certain leasing services with respect to certain Properties
and to compensate such third party for such leasing services. Upon the prior
written consent of Manager, Owner shall have the authority to enter into such a
contract for leasing services with a duly qualified and licensed third party (a
“Third Party Leasing Agreement”); provided that Manager shall have no liability
or responsibility to Owner for any of the duties and obligations undertaken by
such party, and Owner agrees to indemnify Manager for all Losses incurred by
Manager as a result of acts of such third party pursuant to the Third Party
Leasing Agreement. To the extent that leasing services are specifically
required to be performed by a third party pursuant to such Third Party Leasing
Agreement, Manager shall have no obligation to perform such leasing services
and Owner shall have no obligation to Manager for leasing fees pursuant to
Section 5.2 hereof.


 


8.5           Third Party Management Services. Manager acknowledges that from time to time
Owner may acquire interests in Properties in which Owner does not control the
determination of the party that is engaged to provide property management and
other services to be provided by Manager with respect to all Properties acquired
by Owner hereunder. Upon the prior written consent of Manager, Owner shall have
the authority to acquire such interests in Properties for which a duly
qualified and licensed third party provides some or all of the services
otherwise required to be performed by Manager hereunder (a “Third Party
Management Agreement”); provided that Manager shall have no liability or
responsibility to Owner for any of the duties and obligations undertaken by
such third party, and Owner agrees to indemnify Manager for all Losses incurred
by Manager as a result of the acts of such third party pursuant to the Third
Party Management Agreement. To the extent that property management and other
services are specifically required to be performed by a third party pursuant to
such Third Party Management Agreement, Manager shall have no obligation to
perform such services and Owner shall have no obligation to Manager for
compensation for such services pursuant to Article V hereof.


 


8.6           No Waiver. The failure of Owner to seek redress for violation or to insist upon
the strict performance of any covenant or condition of this Management
Agreement shall not constitute a waiver thereof for the future.


 


8.7           Amendments. This Management Agreement may be amended only by an instrument in
writing signed by the party against whom enforcement of the amendment is
sought.


 


8.8           Headings. The headings of the various subdivisions of this Management Agreement
are for reference only and shall not define or limit any of the terms or
provisions hereof.


 


8.9           Counterparts. This Management Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, and it
shall not be necessary in making proof of this Management Agreement to produce
or account for more than one such counterpart.


 


8.10         Entire Agreement. This Management Agreement (including the
Property Amendments) contains the entire understanding and all agreements
between Owner and Manager respecting the management of the Properties. There
are no representations, agreements, arrangements or


 


15

















 


understandings, oral or written, between Owner and
Manager relating to the management of the Properties that are not fully
expressed herein.


 


8.11         Disputes. If there shall be a dispute between Owner and Manager relating to
this Management Agreement resulting in litigation, the prevailing party in such
litigation shall be entitled to recover from the other party to such litigation
such amount as the court shall fix as reasonable attorneys’ fees.


 


8.12         Activities of Manager. The obligations of Manager pursuant to the
terms and provisions of this Management Agreement shall not be construed to
preclude Manager from engaging in other activities or business ventures,
whether or not such other activities or ventures are in competition with Owner
or the business of Owner.


 


8.13         Independent Contractor. Manager and Owner shall not be construed as
joint venturers or partners of each other pursuant to this Management
Agreement, and neither shall have the power to bind or obligate the other
except as set forth herein. In all respects, the status of Manager to Owner
under this Management Agreement is that of an independent contractor.


 


8.14         No
Third-Party Rights. Nothing expressed or referred to in this Management
Agreement will be construed to give any Person other than the parties to this
Management Agreement any legal or equitable right, remedy or claim under or
with respect to this Management Agreement or any provision of this Management
Agreement, except such rights as shall inure to a successor or permitted
assignee pursuant to Section 8.3.


 


8.15         Ownership of Proprietary Property. The Manager retains ownership of and
reserves all Intellectual Property Rights in the Proprietary Property. To
the extent that Owner has or obtains any claim to any right, title or interest
in the Proprietary Property, including without limitation in any suggestions,
enhancements or contributions that Owner may provide regarding the Proprietary
Property, Owner hereby assigns and transfers exclusively to the Manager all
right, title and interest, including without limitation all Intellectual
Property Rights, free and clear of any liens, encumbrances or licenses in favor
of Owner or any other party, in and to the Proprietary Property. In addition,
at the Manager’s expense, Owner will perform any acts that may be deemed
desirable by the Manager to evidence more fully the transfer of ownership of
right, title and interest in the Proprietary Property to the Manager, including
but not limited to the execution of any instruments or documents now or
hereafter requested by the Manager to perfect, defend or confirm the assignment
described herein, in a form determined by the Manager.


 


[The remainder of this page has
been intentionally left blank.]


 


16

















 


IN WITNESS WHEREOF, the parties have executed this Property Management and Leasing
Agreement as of the date first above written.


 


	
   

  	
  BEHRINGER
  HARVARD OPPORTUNITY

  
	
   

  	
   

  	
  REIT
  II, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President – Corporate

  
	
   

  	
   

  	
  Development & Legal

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD OPPORTUNITY

  
	
   

  	
   

  	
  OP II
  LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BHO II, Inc.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Gerald J.
  Reihsen, III

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President – Corporate

  
	
   

  	
   

  	
   

  	
  Development & Legal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD OPPORTUNITY

  
	
   

  	
   

  	
  MANAGEMENT
  SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President – Corporate

  
	
   

  	
   

  	
  Development & Legal

  
						



 


[Signature
Page to Behringer Harvard Opportunity REIT II, Inc. Property Management and
Leasing Agreement]


 

















 


Form of Property Amendment


 


	
  Property Description: 

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
  Legal Name of Owner:

  	
   

  	
   

  
	
   

  
	
  Jurisdiction of Organization/Incorporation:  

  	
   

  	
   

  
	
   

  
	
  Services to be Provided (if other than in Management
  Agreement):

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Alterations to basic terms and conditions of
  Management Agreement (if any):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


 


	
  Manager:

  	
  BEHRINGER
  HARVARD OPPORTUNITY

  
	
   

  	
   

  	
  MANAGEMENT
  SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gerald J. Reihsen, III

  
	
   

  	
   

  	
  Executive Vice President – Corporate

  
	
   

  	
   

  	
  Development & Legal

  
	
   

  	
   

  
	
  Owner:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: