Exhibit
10.3


SECOND AMENDED AND RESTATED 

PROPERTY MANAGEMENT AND LEASING AGREEMENT


This SECOND AMENDED AND RESTATED PROPERTY MANAGEMENT
AND LEASING AGREEMENT (this “Management Agreement”) is made and entered into as
of the 29th day of December, 2006, by and among BEHRINGER
HARVARD OPPORTUNITY REIT I, INC., a Maryland corporation (“BH OPPORTUNITY
REIT”), BEHRINGER HARVARD OPPORTUNITY OP I, LP, a Texas limited partnership (“BH
OPPORTUNITY LP”), and HPT MANAGEMENT SERVICES LP, Texas limited partnership
(the “Manager”).


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


WHEREAS, BH OPPORTUNITY
LP and BH OPPORTUNITY REIT and Manager previously entered into that
certain Property Management and Leasing Agreement dated September 20, 2005, as
amended and restated by the Amended and Restated Property Management and
Leasing Agreement dated March 9, 2006 (the “Original Management Agreement”);
and


WHEREAS, BH OPPORTUNITY REIT intends to continue 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 loans), some or all
of which are to be acquired and held by Owner (as hereinafter defined) on
behalf of BH OPPORTUNITY REIT; and


WHEREAS, Owner intends to continue 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; and


WHEREAS, the parties desire to amend and restate the
Original Management Agreement in its entirety in accordance with the terms and
provisions hereof;


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           “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.










 



1.2           “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.


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


1.4           “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.


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


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


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


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


1.9           “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.


1.10         “Proprietary
Properties” 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.


1.11         “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.


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.



 2
 






 



2.2           Treatment Under
Texas Margin Tax.  For purposes of
the Texas margin tax, Manager’s performance of the services specified in this
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 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 Agreement, reimbursements paid to Manager pursuant
to this 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 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 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 tenants under Leases, normal repairs and maintenance, 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 tenants.


(b)           Maintenance.  Manager shall cause the Properties to be
maintained in the same manner as similar properties in the area.  Manager’s duties and supervision in 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 the 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 leasing agents, as necessary for the leasing
of the Properties, and to otherwise oversee and manage the leasing process on
behalf of Owner.



 3
 






 



(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 the Property shall be the employees or independent
contractors of Manager and not of Owner of such Property, BH OPPORTUNITY LP or
BH OPPORTUNITY REIT.  Manager shall use
due care in the selection and supervision of such employees or independent
contractors.  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 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 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 



 4
 






 



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)            Ownership Agreements.  Manager has received copies of (and will be
provided with copies of future) Articles of Incorporation, Agreements of
Limited Partnership, Joint Venture Partnership Agreements and Operating
Agreements, each as may be amended from time to time, of Owner, as applicable
(the “Ownership Agreements”) and is 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 Ownership 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 the 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.


(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.



 5
 






 



(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 estimated 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 the Property, or for the safety of occupants or other
persons (or to avoid the suspension of any necessary service of the 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.


(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 the Property by Owner to any such officials.  Owner agrees to indemnify, protect, defend,
save and hold Manager and its stockholders, officers, directors, employees,
managers, successors and assigns (collectively, the “Indemnified Parties”)
harmless of and from any and all Losses (as defined in Section 3.5(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.



 6
 






 



2.7           Guaranty of Deposits.  Should Owner acquire real property from
Behringer Development Company LP, a Texas limited partnership (“Behringer
Development”), Manager hereby guarantees the full, prompt and unconditional
refund of any earnest money deposit paid by Owner to Behringer Development
should Owner be entitled to such refund as a result of (i) the failure of
Behringer Development to develop the property, (ii) the failure of all or a
specified portion of the pre-leased tenants to take possession under their
leases for any reason, or (iii) the inability of Owner to pay the full purchase
price at closing.


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 such
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 leasing personnel
responsible for the leasing of the 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;


(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;


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


(ii)                                  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.



 7
 






 



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 or 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 the Property, including
personnel spending a portion of their working hours (to be charged on a pro
rata basis) at the Property.  All
expenses of such employment shall be deemed operational expenses of the
Property.


(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 the Property;


(c)           to negotiate and enter into, as
Manager of the Property, contracts for all items on budgets that have been
approved by Owner, any emergency services or repairs for items not exceeding
$5,000, appropriate service agreements and labor agreements for normal
operation of the Property, 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 the 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 the
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 Agreement, and Owner shall indemnify, protect, save,
defend and hold Manager and the other Indemnified Parties harmless 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 Agreement, but excluding matters arising out of Manager’s
willful misconduct, gross negligence and/or unlawful acts.  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 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 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, 



 8
 






 



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 the 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 the
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
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 Agreement, except to the extent Owner advances additional funds to pay
such expenses.


3.5           Certain
Owner Indemnification Obligations.


(a)           On Termination.  In the event this 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 Manager and all of the
other Indemnified Parties harmless 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 Manager and all of the other Indemnified Parties harmless from
any and all Losses in connection with or in any way related to the Property and
from liability for damage to the Property and injuries to or death of any
person whomsoever, and damage to property; provided, however, that such
indemnification 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 or any of the
other Indemnified Parties.  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).



 9
 






 



3.6           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 Manager and all of the other 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 the Property.


3.7           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 the Property to any such
officials and agrees to indemnify, protect, defend, save and hold Manager and
the other Indemnified Parties harmless 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
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 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.


3.8           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.


 



 10














 


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


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 Manger
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 Ownership 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, employer’s liability insurance applicable to and covering
all employees of Manager at the Properties and all persons engaged in the
performance of any work required hereunder, and Manager shall furnish Owner
certificates of 



 11
 






 



insurers naming
Owner as a co-insured and 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.


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.  Manager shall hold Owner harmless from and
indemnify and defend Owner against 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
negligence of Manager, its agents, servants, or employees, except to the extent
that Owner recovers insurance proceeds with respect to such matter.  Owner will indemnify and hold Manager
harmless against all liability for injury to persons and damage to property
caused by Owner’s negligence and which did not result from the negligence of
misconduct of Manager, except to the extent Manager recovers insurance proceeds
with respect to such matter. 
Notwithstanding the foregoing, if the person seeking indemnification
under this Section 6.5 is an Affiliate, such person’s right to indemnification
is subject to any limitations imposed under the Company’s Articles of
Incorporation or any amendments thereto.


ARTICLE
VII


TERM AND
TERMINATION


7.1           Term.  This Agreement shall commence on the date
first above written and shall continue until the seventh (7th) anniversary of such date and thereafter for successive seven (7) year
renewal periods, unless on or before 30 days prior to the date last above
mentioned or on or before 30 days prior to the expiration of any such renewal
period, Manager shall notify Owner in writing that it elects to terminate this
Agreement, in which case this Agreement shall be thereby terminated on said
last mentioned date.  In addition, and
notwithstanding the foregoing, Owner may terminate this 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 willful misconduct, gross negligence, or deliberate
malfeasance by Manager in the performance of Manager’s duties hereunder.  In addition, either party may terminate this
Agreement immediately upon the occurrence of any of the following:



 12
 






 



(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
Agreement for services and expenses prior to termination of this
Agreement.  All provisions of this
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 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 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 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.



 13
 






 



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 I, LP

  	
   

  
	
   

  	
   

  	
  c/o Behringer Harvard Opportunity REIT I, Inc.

  	
   

  
	
   

  	
   

  	
  15601 Dallas Parkway

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  
	
   

  	
   

  	
  Addison, Texas 75001

  	
   

  
	
   

  	
   

  	
  Attention: Chief Legal Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Manager:

  	
   

  	
  HPT MANAGEMENT SERVICES LP

  	
   

  
	
   

  	
   

  	
  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 delegate partially or in full its
duties and rights under this Management Agreement but 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 delegated by Manager and performed by a person or entity (“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 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 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 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 third party (a “Third Party Leasing
Agreement”); provided that Manager shall have no 



 14
 






 



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 non-controlling interests in
Properties for which a 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 contains the entire
understanding and all agreements between Owner and Manager respecting the
management of the Properties.  There are
no representations, agreements, arrangements or 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 



 15
 






 



or
obligate the other except as set forth herein. 
In all respects, the status of Manger to Owner under this 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 I, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President — Corporate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
     Development & Legal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BEHRINGER HARVARD OPPORTUNITY

     OP I, LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Behringer Harvard Opportunity REIT I, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Gerald
  J. Reihsen, III

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President — Corporate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
     Development & Legal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  HPT MANAGEMENT SERVICES LP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Gerald J. Reihsen, III

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President — Corporate 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
     Development &
  Legal

  	
   

  



 



 17