Exhibit
10.8


PLEDGE AND SECURITY AGREEMENT


PLEDGE AND SECURITY AGREEMENT (this “Agreement”),
dated as of 8th day of June, 2007 by BEHRINGER HARVARD SANTA
CLARA M, LLC, a Delaware limited liability company, having an office
at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001 (“Borrower”),
in favor of CITIGROUP GLOBAL MARKETS REALTY CORP.,
a New York corporation, having its place of business at 388 Greenwich Street,
11th Floor, New York, NY 10013, as Lender (collectively, with its successors
and assigns the “Lender”).


RECITALS


WHEREAS, CITIGROUP GLOBAL MARKETS REALTY CORP.,
as mortgage lender (“Mortgage Lender”)
has made a loan in the principal amount of $59,500,000.00 evidenced by a
Promissory Note dated the date hereof (the “Mortgage
Note”), and Mortgage Borrower has granted the Mortgage Lender a
first priority Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (the “Mortgage”) on,
among other things, the real property as more fully described therein (the “Property”);


WHEREAS, Borrower owns the applicable membership interests, partnership
interests and capital stock described on Schedule II attached hereto;


WHEREAS, Borrower has requested Lender to make a loan to it in the
principal amount of $20,000,000.00 (the “Loan”) evidenced
by the Note (as defined in the Loan Agreement (defined below)); and


WHEREAS, it is a condition precedent to the obligation of Lender to
make the Loan to Borrower, as borrower under the Loan Agreement, that Borrower
shall have executed and delivered this Agreement to Lender;


NOW, THEREFORE, in consideration of the premises and to induce Lender
to make the Loan and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower hereby agrees with
Lender as follows:


1.             Defined Terms.  As used in this Agreement, the following
terms have the meanings set forth in or incorporated by reference below.  All other capitalized terms not otherwise
defined herein shall have the respective meanings given to such terms in the
Loan Agreement or, if not defined therein, in the hereinafter referred to Code:


“Agreement” means this Pledge and Security Agreement, as the same may
be amended, restated, replaced, supplemented or otherwise modified from time to
time.


“Borrower” shall have the meaning set forth in the Preamble hereto.


“Code” means the Uniform Commercial Code from time to time in effect in
the State of New York or the State of Delaware, as applicable.


“Collateral” shall have the meaning set forth in Section 2 hereof.











“Delivered Certificates” shall have the meaning set forth in Section 4
hereof.


“Debt” shall have the meaning set forth in the Loan Agreement.


“Event of Default” shall have the meaning set forth in the Loan
Agreement.


“GP Pledgor” shall mean Behringer Harvard Santa Clara GP, LLC, general
partner of Mortgage Borrower.


“Issuer” shall have the meaning set forth in the definition of “Pledged
Interests.”


“Issuer Formation Agreement” means the Organizational Documents of each
respective Issuer.


“Lender” shall have the meaning set forth in the Preamble hereto.


“Lien” shall have the meaning set forth in the Loan Agreement.


“Loan” has the meaning ascribed to such term in the Recitals.


“Loan Agreement” means the Mezzanine Loan Agreement of even date
herewith between Borrower and Lender.


“Loan Documents” means the Note, the Loan Agreement, this Agreement,
the UCC-1 Financing Statements and the other documents and instruments entered
into in connection with the Loan.


“Mortgage” has the meaning ascribed to such term in the Recitals.


“Mortgage Borrower” has the meaning ascribed to such term in the
Recitals.


“Mortgage Borrower Company Agreement” means Organizational Documents of
Mortgage Borrower.


“Mortgage Lender” shall have the meaning set forth in the Recitals
hereto.


“Organizational Documents” shall mean (i) with respect to a
corporation, such Person’s certificate of incorporation and by laws, and any
shareholder agreement, voting trust or similar arrangement applicable to any of
such Person’s authorized shares of capital stock, (ii) with respect to a
partnership, such Person’s certificate of limited partnership, partnership
agreement, voting trusts or similar arrangements applicable to any of its
partnership interests, (iii) with respect to a limited liability company, such Person’s
certificate of formation, limited liability company agreement or other document
affecting the rights of holders of limited liability company interests, and
(iv) any and all agreements between any constituent member, partner or
shareholder of the Person in question, including any contribution agreement or
indemnification agreements.


“Pledged Interests” means, with respect to Borrower, all limited
liability company membership interests, partnership interests, capital stock or
other equity interests of, and all other











right, title and interest now owned or hereafter
acquired by Borrower in and to, each entity described on Schedule II attached
hereto (each such entity, individually or collectively, as the context may
require, the “Issuer”), together with (a) all additional membership interests,
partnership interests, capital stock or other equity interests in, each Issuer
and options, warrants, and other rights now or hereafter acquired by Borrower
in respect of such membership interests, partnership interests, capital stock
or other equity interests (whether in connection with any capital increase,
recapitalization, reclassification, or reorganization of each Issuer or
otherwise) and all other property, rights or instruments of any description at
any time issued or issuable as an addition to or in substitution for such
membership interests, partnership interests, capital stock or other equity
interests; (b) all certificates, instruments, or other writings representing or
evidencing interests in each Issuer, and all accounts and general intangibles
arising out of, or in connection with, the interests in any Issuer; (c) any and
all moneys or property due and to become due to Borrower now or in the future
in respect of the interests in each Issuer, or to which Borrower may now or in
the future be entitled in its capacity as a member, partner, shareholder or
other equity holder of the Issuers, whether by way of a dividend, distribution,
return of capital or otherwise; (d) all other claims which Borrower now has or
may in the future acquire in its capacity as a member, partner, shareholder or
other equity holder of any Issuer against any Issuer and its property; and (e)
all rights of Borrower under each Issuer Formation Agreement applicable to each
Issuer (and all other agreements, if any, to which Borrower is a party from
time to time which relate to its ownership of the interests in each Issuer),
including, without limitation, all voting and consent rights of Borrower
arising thereunder or otherwise in connection with Borrower’s ownership of the
interests in each Issuer.


“Proceeds” shall mean (i) Borrower’s share, right, title and interest
in and to all distributions, monies, fees, payments, compensations and proceeds
now or hereafter becoming due and payable to Borrower by any Issuer with
respect to the Pledged Interests whether payable as profits, distributions,
asset distributions, repayment of loans or capital or otherwise and including
all “proceeds” as such term is defined in Section 9-102(a)(64) of the Code;
(ii) all contract rights, general intangibles, claims, powers, privileges,
benefits and remedies of Borrower relating to the foregoing; and (iii) all cash
or non-cash proceeds of any of the foregoing.


“Property” shall have the meaning set forth in the Recitals hereto.


(i)            The words “hereof”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and section, subsection, schedule and exhibit references are to this
Agreement unless otherwise specified.


(ii)           The word “including”
when used in this Agreement shall be deemed to be followed by the words “but
not limited to.”


2.             Pledge; Grant of
Security Interest.  Borrower, hereby
pledges and grants to Lender, as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Debt, a first priority security interest in
all of Borrower’s right, title and interest to the following (the “Collateral”):











(i)            all Pledged Interests;


(ii)           all right, title and
interest of Borrower in, to and under any policy of insurance payable by reason
of loss or damage to the Pledged Interests and any other Collateral;


(iii)          all “accounts”, “general
intangibles”, “instruments” and “investment property” (in each case as defined
in the Code) constituting or relating to the foregoing; and


(iv)          any Net Liquidation
Proceeds After Debt Service; and


(v)           to the extent not
otherwise part of the Pledged Interests, all Proceeds, income and profits
thereof and all property received in exchange or substitution thereof, of any
of the foregoing property of Borrower.


Each  Issuer has evidenced its
acknowledgement and consent to the pledge and grant given hereby, by execution
and delivery of an Acknowledgement and Consent in the form attached hereto as Exhibit
A.


3.             Reserved.


4.             Representations
and Warranties.  Borrower represents
and warrants as of the date hereof that:


(a)           no
authorization, consent of or notice to any other Person (including, without
limitation, any member, partner, shareholder or creditor of Borrower or Issuer)
that has not been obtained, is required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement including,
without limitation, the assignment and transfer by Borrower of any of the
Collateral to Lender or the subsequent transfer thereof by Lender pursuant to
the terms hereof;


(b)           the
Pledged Interests constitute all the limited partnership interests in Mortgage
Borrower and all membership interests in GP Pledgor;


(c)           Borrower
is the sole record and beneficial owner of, and has good title to, the Pledged
Interests free of any and all Liens or options in favor of, or claims of, any
other Person, except the Lien created by this Agreement and the Pledged
Interests have not previously been assigned, sold, transferred, pledged or
encumbered (except pursuant to this Agreement);


(d)           Upon the
filing of the UCC-1 financing statement referred to in Section 12 with the
Delaware Secretary of State and the delivery of the Delivered Certificates to
Lender, the Lien granted pursuant to this Agreement will constitute a valid,
perfected Lien on the Collateral and related Proceeds in such jurisdiction, enforceable
against all creditors of Borrower and any Persons purporting to purchase any
Collateral and related Proceeds from Borrower, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the
rights of creditors generally.











(e)           the
principal place of business and chief executive office of Borrower is located
at address set forth on Schedule I attached hereto;


(f)            the
exact legal name of Borrower is set forth on Schedule I attached hereto;


(g)           Borrower
is organized under the laws of the State of Delaware;


(h)           other
than those certificates delivered to Lender pursuant to this Agreement, copies
of which are attached hereto as Schedule IV (the “Delivered Certificates”),
there currently exist no certificates, instruments or writings representing the
Pledged Interests (other than with respect to any pledge of capital stock
hereunder) except for the Mortgage Borrower Company Agreement.  However, to the extent that in the future
there exist any such certificates, instruments or writings, Borrower shall
deliver all such certificates, instruments or writings to Lender;


(i)            the
equity interests in Mortgage Borrower have been validly issued and fully paid
for as provided in the Mortgage Borrower Company Agreement;


(j)            there
are no options, warrants or other agreements (other than the applicable Issuer
Formation Agreement) with respect to the Collateral outstanding;


(k)           with
respect to any Issuer that is a corporation, simultaneously with the delivery
of this Agreement, Borrower is delivering to Lender all instruments and stock
certificates representing the Collateral, together with stock powers duly
executed in blank by Borrower;


(l)            Schedule
I states Borrower’s (1) name as indicated on the public record in Borrower’s
jurisdiction of organization, (2) type of entity, (3) organizational
identification number, (4) principal place of business and chief executive
office, (5) jurisdiction of incorporation or formation, (6) name under which
Borrower does business, if other than its legal name, (7) address for the past
six years, or if less, the date since which it has been so located; and


(m)          All
Collateral which constitutes a “security” (under the applicable version of the
Code) has been delivered to Lender.


5.             Covenants.  Borrower covenants and agrees with Lender
that, from and after the date of this Agreement until the Debt (exclusive of
any indemnification or other obligations which are expressly stated in any of
the Loan Documents to survive satisfaction of the Note) is paid in full:


(a)           Acknowledgements
of Parties.  If Borrower shall, as a
result of its ownership of the Pledged Interests, become entitled to receive or
shall receive a limited partnership certificate or a membership certificate in
GP Pledgor (including, without limitation, any certificate representing a
distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization),
option or rights, whether in addition to, in substitution of, as a conversion
of, or in exchange for any of the Pledged Interests, or otherwise in respect
thereof, Borrower shall accept the same as Lender’s











agent, hold the same in trust for Lender and deliver the same forthwith
to Lender in the exact form received, duly endorsed by Borrower to Lender, if
required, together with an undated membership interest power covering such
certificate duly executed in blank and with, if Lender so requests, signature
guaranteed, to be held by Lender hereunder as additional security for the
Debt.  Any sums paid upon or in respect
of the Pledged Interests upon the liquidation or dissolution of Mortgage
Borrower shall be paid over to Lender to be held by it hereunder as additional
security for the Debt, and in case any distribution of capital shall be made on
or in respect of the Pledged Interests or any property shall be distributed
upon or with respect to the Pledged Interests pursuant to the recapitalization
or reclassification of the capital of Mortgage Borrower or pursuant to the
reorganization thereof, the property so distributed shall be delivered to
Lender to be held by it, subject to the terms hereof, as additional security
for the Debt.  If any sums of money or property so paid or distributed in
respect of the Pledged Interests shall be received by Borrower, Borrower shall,
until such money or property is paid or delivered to Lender, hold such money or
property in trust for Lender, segregated from other funds of Borrower, as
additional security for the Debt.


(b)           Without
the prior written consent of Lender, Borrower shall not, directly or indirectly
(i) vote to enable, or take any other action to permit, Mortgage Borrower
to issue any equity interests or to issue any other securities convertible into
or granting the right to purchase or exchange for any equity interests in the
Mortgage Borrower, or (ii) except as permitted by the Loan Agreement,
sell, assign, transfer, exchange or otherwise dispose of, or grant any option
with respect to, the Collateral, or (iii) create, incur, authorize or
permit to exist any Lien or option in favor of, or any claim of any Person with
respect to, any of the Collateral, or any interest therein, except for the Lien
provided for by this Agreement.  Borrower
shall defend the right, title and interest of Lender in and to the Collateral
against the claims and demands of all Persons whomsoever.


(c)           At any
time and from time to time, upon the written request of Lender, and at the sole
expense of Borrower, Borrower shall promptly and duly give, execute, deliver file
and/or record such further instruments and documents and take such further
actions as Lender may reasonably request for the purposes of obtaining,
creating, perfecting, validating or preserving the full benefits of this
Agreement and of the rights and powers herein granted including without
limitation filing UCC financing or continuation statements, provided that the
amount of the Debt shall not be increased thereby.  Borrower hereby
authorizes Lender to file any such financing statement or continuation statement
without the signature of Borrower to the extent permitted by law.  If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any promissory note,
other instrument or chattel paper, such note, instrument or chattel paper shall
be promptly delivered to Lender, duly endorsed in a manner satisfactory to
Lender, to be held as Collateral pursuant to this Agreement.


(d)           Borrower
shall not amend or modify the Mortgage Borrower Company Agreement in any
respect other than in accordance with the Loan Agreement.


(e)           Borrower
will furnish to Lender from time to time statements and schedules further
identifying and describing the Pledged Interests and such other reports in
connection with the Pledged Interests as Lender may reasonably request, all in
reasonable detail.











(f)            Borrower
will not (A) change the location of its chief executive office or principal
place of business from that specified in Schedule I, or (B) change its
name, identity or structure, or (C) reorganize under the laws of another
jurisdiction, unless (i) it shall have given thirty (30) days’ prior written
notice to such effect to Lender,  (ii)
all action reasonably necessary or advisable, in Lender’s reasonable opinion,
to protect and perfect the Liens and security interests intended to be created
hereunder with respect to the Pledged Interests shall have been taken and (iii)
it shall have provided Lender with an updated “Eagle 9” UCC Policy or other
comparable UCC insurance policy or endorsement to the existing UCC insurance
polcy acceptable to Lender.


(g)           Borrower
shall pay, and save Lender harmless from, any and all liabilities with respect
to, or resulting from any delay in paying, any and all stamp, excise, sales or
other taxes which may be payable or determined to be payable with respect to
any of the Collateral or in connection with any of the transactions
contemplated by this Agreement.


(h)           With
respect to any Pledged Interests that are not capital stock in a corporation,
Borrower shall not opt out of  Article
8 of the Code without Lender’s prior written consent.


(i)            Borrower
shall not enter into any agreement whereby it transfers or cedes its voting
rights in any Issuer or otherwise restricts its voting rights in any way.


(j)            Borrower
shall promptly deliver to Lender, or cause the Issuer or any other entity
issuing the Collateral to deliver directly to Lender, share certificates or
other instruments representing any Collateral acquired or received after the
date of this Pledge Agreement with a stock or bond power duly executed by such
Borrower substantially in the form attached Schedule III. If at any time Lender
notifies such Borrower that it requires additional stock or bond powers
endorsed in blank, such Borrower shall promptly execute in blank and deliver
the requested stock power to the requesting party.


(k)           Borrower
shall notify Lender of any contemplated change to the information provided on
Schedule I hereof, at least thirty (30) days prior to such change taking
effect.


6.             Certain Understandings
of Parties; Registration of Pledge; Control of Pledged Collateral, Etc.


(a)           The
parties acknowledge and agree that each of the Pledged Interests is a “security”
(as defined in Section 8-102(a) and Section 8-103 of the Code).  The parties further acknowledge and agree
that the Pledged Interests are not and will not be investment securities within
the meaning of Section 8-103 of the Code.


(b)           Registration
of Pledge; Control of Collateral. 
Notwithstanding the foregoing, to better assure the perfection of the
security interest of Lender in the Pledged Interests concurrently with the
execution and delivery of this Agreement, Borrower shall send written
instructions in the form of Exhibit B hereto to Issuer, and shall cause the
Issuer to, and the Issuer shall, deliver to Lender the Confirmation Statement
and Instruction Agreement in the form of Exhibit C hereto pursuant to which the
Issuer will confirm that it has registered the











pledge effected by this Agreement on its books and agrees to comply
with the instructions of Lender in respect of the Pledged Interests without
further consent of Borrower or any other Person.  Notwithstanding anything in this paragraph,
neither the written instructions nor the Confirmation Statement and Instruction
Agreement shall be construed as expanding the rights of Lender to give
instructions with respect to the Collateral beyond such rights set forth in
this Agreement.


(c)                                  In
the event that Lender assigns its interest in the Loan in accordance with the
Loan Agreement, Borrower will promptly execute and deliver or cause Mortgage
Borrower to execute and deliver, as applicable, revised versions of the
documents attached as Exhibits A-C in favor of the assignee thereof.


(d)                                 Irrevocable
Proxy.  Solely with respect to
Article 8 Matters, Borrower hereby irrevocably grants and appoints Lender, from
the date of this Agreement until the termination of this Agreement in
accordance with its terms, as Borrower’s true and lawful proxy, for and in
Borrower’s name, place and stead to vote the Pledged Interest in Issuer by
Borrower, whether directly or indirectly, beneficially or of record, now owned
or hereafter acquired, with respect to such Article 8 Matters.  The proxy granted and appointed in this
Section 6(d) shall include the right to sign Borrower’s name (as a member of
Issuer) to any consent, certificate or other document relating to an Article 8
Matter and the Pledged Interests that applicable law may permit or require, to
cause the Pledged Interest to be voted in accordance with the preceding
sentence.  Borrower hereby represents and
warrants that there are no other proxies or powers of attorney with respect to
an Article 8 Matter and the Pledged Interest that Borrower may have granted or
appointed.  Borrower will not give a
subsequent proxy or power of attorney or enter into any other voting agreement
with respect to the Pledged Interest with respect to any Article 8 Matter and
any attempt to do so with respect to an Article 8 Matter shall be void and of
no effect.


As used herein, “Article 8 Matter” means any action, decision,
determination or election by Issuer or its member(s) that its membership
interests or other equity interests, or any of them, be, or cease to be, a “security”
as defined in and governed by Article 8 of the Uniform Commercial Code, and all
other matters related to any such action, decision, determination or election.


The proxies and powers granted by the Pledgor pursuant to this
Agreement are coupled with an interest and are given to secure the performance
of the Pledgor’s obligations.


7.                                       Cash
Dividends; Voting Rights.  Unless an
Event of Default shall have occurred and be continuing, Borrower shall be
permitted to receive all profits, losses, income, surplus, return on capital
and equity interest distributions paid in the normal course of business of
Mortgage Borrower and to exercise all voting, consent, administration,
management and other powers, rights and remedies of Borrower with respect to
the Pledged Interests, provided that no vote shall be cast or right exercised
or other action taken which, would result in a default of any provision of the
Loan Agreement, the Note, this Agreement or any other Loan Documents.











8.             Rights of Lender.


(a)           If an
Event of Default shall occur and be continuing, Lender shall have the right to
receive any and all income, distributions, proceeds or other property received
or paid in respect of the Pledged Interests or other Collateral and make
application thereof to the Debt, in such order as Lender, in its sole
discretion, may elect, in accordance with the Loan Documents.  If an Event
of Default shall occur and be continuing, then all such Pledged Interests at
Lender’s option, shall be registered in the name of Lender or its nominee (if
not already so registered), and Lender or its nominee may thereafter exercise
(i) all voting and all equity and other rights pertaining to the Pledged
Interests and (ii) any and all rights of conversion, exchange, and
subscription and any other rights, privileges or options pertaining to such
Pledged Interests as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Interests upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the organizational structure of Mortgage Borrower
or upon the exercise by Borrower or Lender of any right, privilege or option
pertaining to such Pledged Interests, and in connection therewith, the right to
deposit and deliver any and all of the Pledged Interests with any committee,
depositary, transfer agent, registrar or other designated agency upon such
terms and conditions as it may determine), all without liability except to
account for property actually received by it or as otherwise required under
Section 9-207 of the UCC with respect to property in a secured party’s
possession, but Lender shall have no duty to exercise any such right, privilege
or option and shall not be responsible for any failure to do so or delay in so
doing.


(b)           The
rights of Lender under this Agreement shall not be conditioned or contingent
upon the pursuit by Lender of any right or remedy against Borrower or against
any other Person which may be or become liable in respect of all or any part of
the Debt or against any other security therefor, guarantee thereof or right of
offset with respect thereto.  Lender
shall not be liable for any failure to demand, collect or realize upon all or
any part of the Collateral or for any delay in doing so, nor shall it be under
any obligation to sell or otherwise dispose of any Collateral upon the request
of Borrower or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof.


(c)           Upon
satisfaction in full of the Debt and payment of all amounts owed on the Note,
Lender’s rights under this Agreement shall terminate and Lender shall execute
and deliver to Borrower, or authorize Borrower to prepare and file without
Lender’s signature, where permitted under Applicable Law, UCC-3
termination statements or similar documents and agreements to terminate all of
Lender’s rights under this Agreement and all other Loan Documents and to return
any shares of capital stock pledged pursuant to the terms hereof and in the
possession of Lender.


(d)           Borrower
also authorizes Lender, at any time and from time to time, to execute, in
connection with the sale provided for in Sections 9 or 10 hereof, any
endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral.


(e)           The
powers conferred on Lender hereunder are solely to protect Lender’s interest in
the Collateral and shall not impose any duty upon Lender to exercise any such
powers.  Lender shall be accountable only
for amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees or Lender
shall be











responsible to Borrower for any act or failure to act hereunder, except
for its or their gross negligence or willful misconduct.


(f)            If
Borrower fails to perform or comply with any of its agreements contained herein
and Lender, as provided for by the terms of this Agreement, shall itself
perform or comply, or otherwise cause performance or compliance, with such
agreement, the reasonable expenses of Lender incurred in connection with such
performance or compliance, together with interest at the Default Rate if such
expenses are not paid on demand, shall be payable by Borrower to Lender
promptly after demand therefore and shall constitute obligations secured
hereby.


9.             Remedies.  If an Event of Default shall occur and be
continuing, Lender may exercise, in addition to all other rights and remedies
granted in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Debt, all to the extent permitted by Applicable
Law:


(a)           all
rights and remedies of a secured party under the Code in effect in each
applicable jurisdiction and such additional rights and remedies to which a
secured party is entitled at law or in equity, including, without limitation,
the right, to the maximum extent permitted by law, to exercise all voting,
consensual and other powers of ownership pertaining to the Collateral as if
Lender were the sole and absolute owner thereof (and Borrower agrees to take
all such action as may be reasonably appropriate to give effect to such right);


(b)           Lender
may make any reasonable compromise or settlement deemed desirable with respect
to any of the Collateral and may extend the time of payment, arrange for
payment in installments, or otherwise modify the terms of, any of the
Collateral;


(c)           Lender in
its discretion may, in its name or in the name of Borrower or otherwise,
demand, sue for, collect, direct payment of or receive any money or property at
any time payable or receivable on account of or in exchange for any of the
Collateral, but shall be under no obligation to do so.


Without limiting the generality of the foregoing but to the extent
permitted by Applicable Law, Lender, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below or otherwise required hereby) to or
upon Borrower, Mortgage Borrower or any other Person (all and each of which
demands, presentments, protests, advertisements and notices, or other defenses,
are hereby waived to the extent permitted under applicable law), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Collateral or
any part thereof (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, in the over-the-counter market, at
any exchange, broker’s board or office of Lender or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best
in its sole discretion, for cash or on credit or for future delivery without
assumption of any credit risk.  Lender
shall have the right, without notice or publication, to adjourn any public or
private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for such sale, and any











such sale may be made at any time or place to which
the same may be adjourned without further notice.  Lender shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of the Collateral so
sold, free of any right or equity of redemption of Borrower, which right or
equity of redemption is hereby waived or released.  Lender shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral
or the rights of Lender hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the
Debt, in such order as specified in Section 9-615 of the Code, and only after
such application and after the payment by Lender of any other amount required
by any provision of law, including, without limitation, Sections 9-610 and
9-615 of the Code, need Lender account for the surplus, if any, to
Borrower.  To the extent permitted by
applicable law, Borrower waives all claims, damages and demands it may acquire
against Lender arising out of the exercise by Lender of any of its rights
hereunder, except for any claims, damages and demands it may have against
Lender arising from the willful misconduct, bad faith or gross negligence of
Lender or its affiliates, or any agents or employees of the foregoing.  If
any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at
least ten (10) days before such sale or other disposition.


(d)           The rights, powers, privileges and remedies
of Lender under this Agreement are cumulative and shall be in addition to all
rights, powers, privileges and remedies available to Lender at law or in
equity.  To the extent permitted by Applicable
Law, all such rights, powers and remedies shall be cumulative and may be
exercised successively or concurrently without impairing the rights of Lender
hereunder.


10.           Private
Sales.  (a)Borrower recognizes that
Lender may be unable to effect a public sale of any or all of the Pledged
Interests, by reason of certain prohibitions contained in the Securities Act of
1933, as amended, and applicable state securities laws or otherwise, and may be
compelled to resort to one or more private sales thereof to a restricted group
of purchasers which will be obliged to agree, among other things, to acquire
such securities for their own account for investment and not with a view to the
distribution or resale thereof.  Borrower
acknowledges and agrees that any such private sale may result in prices and
other terms less favorable to Lender than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall not
be deemed to have been made in a commercially unreasonable manner solely by
virtue of being a private sale.  Lender
shall be under no obligation to delay a sale of any of the Pledged Interests
for the period of time necessary to permit Mortgage Borrower or Borrower to
register such securities for public sale under the Securities Act of 1933, as
amended, or under applicable state securities laws, even if Mortgage Borrower
or Borrower would agree to do so.


(b)           Borrower further shall use its best efforts
to do or cause to be done all such other acts as may be reasonably necessary to
make any sale or sales of all or any portion of the Pledged Interests pursuant
to this Section 10 valid and binding and in compliance with any and
all other requirements of applicable law. 
Borrower further agrees that a breach of any of the covenants contained
in this Section 10 will cause irreparable injury to Lender, that
Lender has no











adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this Section 10
shall be specifically enforceable against Borrower, and Borrower hereby waives
and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred under the Loan Agreement, or any defense relating to Lender’s willful
misconduct, bad faith or gross negligence.


(c)           Lender
shall not incur any liability as a result of the sale of any Collateral, or any
part thereof, at any private sale conducted in a commercially reasonable
manner, it being agreed that some or all of the Collateral is or may be of one
or more types that threaten to decline speedily in value and that are not
customarily sold in a recognized market. 
To the extent permitted by Applicable Law, Borrower hereby waives any
claims against Lender arising by reason of the fact that the price at which any
of the Collateral may have been sold at such a private sale was less than the
price which might have been obtained at a public sale or was less than the
aggregate amount of the Debt, even if Lender accepts the first offer received
and does not offer any Collateral to more than one offeree, provided that
Lender has acted in a commercially reasonable manner in conducting such private
sale.


(d)           Section
9-610 of the Code states that Lender is able to purchase the Pledged Interests
only if they are sold at a public sale. 
Lender has advised Borrower that SEC staff personnel have issued various
No-Action Letters describing procedures which, in the view of the SEC staff,
permit a foreclosure sale of securities to occur in a manner that is public for
purposes of Article 9 of the Code, yet not public for purposes of
Section 4(2) of the Securities Act of 1933.  The Code permits Borrower to agree on the standards
for determining whether Lender has complied with its obligations under
Article 9.  Pursuant to the Code,
Borrower specifically agrees (x) that it shall not raise any objection to
Lender’s purchase of the Pledged Interests (through bidding on the obligations
or otherwise) and (y) that a foreclosure sale conducted in conformity with
the principles set forth in the No-Action Letters (i) shall be considered
to be a “public” sale for purposes of the Code; (ii) will be considered
commercially reasonable notwithstanding that Lender, has not registered or
sought to register the Pledged Interests under the Securities Laws, even if
Borrower or Mortgage Borrower agrees to pay all costs of the registration
process; and (iii) shall be considered to be commercially reasonable
notwithstanding that Lender purchases the Pledged Interests at such a sale.


(e)           Borrower
agrees that Lender shall not have any general duty or obligation to make any
effort to obtain or pay any particular price for any Pledged Interests or other
Collateral sold by Lender pursuant to this Agreement. Lender, may, in its sole
discretion, among other things, accept the first offer received, or decide to
approach or not to approach any potential purchasers.  Without in any way limiting Lender’s right to
conduct a foreclosure sale in any manner which is considered commercially
reasonable, Borrower hereby agrees that any foreclosure sale conducted in
accordance with the following provisions shall be considered a commercially
reasonable sale and hereby irrevocably waives any right to contest any such sale:


(i)            Lender conducts the
foreclosure sale in the State of New York,


(ii)           The foreclosure sale is
conducted in accordance with the laws of the State of New York,











(iii)          Not more than
ten (10) days before, and not less than five (5) days in advance of the
foreclosure sale, Lender notifies Borrower at the address set forth herein of
the time and place of such foreclosure sale,


(iv)          The foreclosure sale is
conducted by an auctioneer licensed in the State of New York and is conducted
in front of the New York Supreme Court located in New York City or such other
New York State Court having jurisdiction over the Collateral on any Business
Day between the hours of 9 a.m and 5 p.m.,


(v)           The notice of the date,
time and location of the foreclosure sale is published in the New York Times or
Wall Street Journal (or such other newspaper widely circulated in New York, New
York) for seven (7) consecutive days prior to the date of the foreclosure
sale, and


(vi)          Lender sends
notification of the foreclosure sale to all secured parties identified as a
result of a search of the UCC financings statements in the filing offices
located in the State of Delaware conducted not later than 20 days and not
earlier than 30 days before such notification date.


11.           Limitation on Duties
Regarding Collateral.  Lender’s sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the Code or
otherwise, shall be to use reasonable care. 
Borrower hereby agrees that Lender shall be deemed to have used
reasonable care with respect to Collateral in its possession if it deals with
such Collateral in the same manner as Lender deals with similar securities and
property for its own account.  Neither
Lender nor any of its directors, officers, employees or agents shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of Borrower or otherwise.


12.           Financing
Statements; Other Documents.  On the
date hereof, Borrower (a) shall deliver to Lender the Delivered Certificates
and (b) hereby authorizes Lender to file UCC-1 financing statements with
respect to the Collateral.  Borrower agrees
to deliver any other document or instrument which Lender may reasonably request
with respect to the Collateral for the purposes of obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein granted.


13.           Attorney-in-Fact.  Without limiting any rights or powers granted
by this Agreement to Lender, Lender is hereby appointed, which appointment as
attorney-in-fact is irrevocable and coupled with an interest, the
attorney-in-fact of Borrower for the purpose of carrying out the provisions of
this Agreement and taking any action and executing any instruments which Lender
may deem reasonably necessary or advisable to accomplish the purposes hereof
including, without limitation:


(a)           to ask,
demand, collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Collateral;















(b)           to receive, endorse and collect any drafts
or other instruments, documents and chattel paper in connection with clause (a)
above;


(c)           to file any claims or take any action or
institute any proceedings that the Agent may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of
Lender, with respect to any of the Collateral; and


(d)           to execute, in connection with the sale
provided for in Section 9 or 10, any endorsement, assignments, or other
instruments of conveyance or transfer with respect to the Collateral,
including, without limitation, to transfer or cause the transfer of the
Collateral, or any part thereof, on the books of the Issuer or other entity
issuing such Collateral, to the name of Lender or any nominee; and


(e)           to affix to any certificates and documents
representing the Collateral the stock powers delivered with respect thereto.


Lender hereby agrees only to exercise the power of attorney powers set
forth in the immediately preceding sentence only upon the occurrence and during
the continuation of an Event of Default.


If so requested by Lender, Borrower shall ratify and confirm any such
sale or transfer by executing and delivering to Lender at Borrower’s expense
all proper deeds, bills of sale, instruments of assignment, conveyance of
transfer and releases as may be designated in any such request.


14.           Reserved.


15.           Reserved.


16.           Non-Recourse.  The provisions of Section 9.4 of the
Loan Agreement are hereby incorporated by reference into this Agreement as to
the liability of Borrower hereunder to the same extent and with the same force
as if fully set forth herein.


17.           Indemnity.  Borrower agrees that the terms and provisions
of Section 10.13 of the Loan Agreement are hereby incorporated by reference
into this Agreement to the same extent and with the same force as if fully set
forth herein.


18.           Construction.  All covenants, representations, terms and
conditions contained in this Agreement applicable to Borrower, Issuer, Pledged
Interests or any Issuer Formation Agreement shall be deemed to apply to each
Borrower, Issuer, Pledged Interests or Issuer Formation Agreement,
individually.  It shall constitute an
Event of Default (as defined in the Loan Agreement) if any covenant,
representation, term or condition contained in this Agreement applicable to
Borrower, Issuer, Pledged Interests or Issuer Formation Agreement is breached
(beyond any applicable notice and cure periods) with respect to any single
Borrower, Issuer, Pledged Interests or Issuer Formation Agreement.











19.           Miscellaneous.


(a)           Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


(b)           Headings.  The headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.


(c)           No Waiver; Cumulative Remedies.  Lender shall not by any act (except by a
written instrument pursuant to Section 19(e)), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any default or in any breach of any of the terms and
conditions hereof.  No failure to exercise,
nor any delay in exercising, on the part of Lender, any right, power or
privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.  A waiver by Lender of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which Lender would otherwise have on any future occasion.  The rights, remedies, powers and privileges
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any rights, remedies, powers or privileges provided by law.


(d)           Waivers and Amendments; Successors and
Assigns.  None of the terms or
provisions of this Agreement may be waived, amended, or otherwise modified
except by a written instrument executed by the party against which enforcement
of such waiver, amendment, or modification is sought.  This Agreement shall be binding upon and
shall inure to the benefit of Borrower and the respective successors and
assigns of Borrower and shall inure to the benefit of Lender and its successors
and assigns; provided no Borrower shall have any right to assign its rights
hereunder.  The rights of Lender under
this Agreement shall automatically be transferred to any permitted transferee
(in accordance with the terms and provisions of the Loan Agreement) to which
Lender transfers the Note and Loan Agreement.


(e)           Notices.  Notices by Lender to Borrower to be effective
shall be in writing (including by facsimile transmission), addressed or
transmitted to Borrower at the address or facsimile number of Borrower set
forth in the Loan Agreement, and shall be deemed to have been duly given or
made in accordance with the terms and provisions of Section 10.6 of the
Loan Agreement.


(f)            Governing Law.


(i)            THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW
YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND
THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE STATE OF NEW
YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING











TRANSACTION EMBODIED HEREBY, AND IN ALL
RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE
LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW,
BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT
THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS
AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.


(ii)           ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR
BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER’S OPTION BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW
YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
AND TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER WAIVES ANY OBJECTIONS
WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS
OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
BORROWER DOES HEREBY DESIGNATE AND APPOINT:


CT Corporation Systems

111 Eighth Avenue, 13th Floor

New York, New York 10011


AS ITS AUTHORIZED AGENT TO ACCEPT AND
ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN
ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK,
NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS
AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE
MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF
NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED
ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM
TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW
YORK, NEW YORK











(WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND
(III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT
CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING
A SUCCESSOR.


(g)           Agents.  Lender may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for their
actions except for the gross negligence or willful misconduct of any such
agents or attorneys-in-fact selected by it in good faith.


(h)           Irrevocable Authorization
and Instruction to Mortgage Borrower. 
Borrower hereby authorizes and instructs Mortgage Borrower and any
servicer of the Loan to comply with any instruction received by it from Lender
in writing that is in accordance with the terms of this Agreement, without any
other or further instructions from Borrower, and Borrower agrees that Mortgage
Borrower and any servicer shall be fully protected in so complying, absent
gross negligence, bad faith or willful misconduct.


(i)            Counterparts.  This Agreement may be executed in any number
of counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.


(j)            WAIVER
OF JURY TRIAL, DAMAGES, JURISDICTION.  BORROWER AND LENDER EACH HEREBY AGREES TO
WAIVE ITS RIGHTS TO A JURY TRIAL ON ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
OR ANY DEALINGS BETWEEN BORROWER AND LENDER. 
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.  BORROWER AND LENDER EACH
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER TO ENTER INTO
A BUSINESS RELATIONSHIP WITH BORROWER. 
BORROWER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT SUCH WAIVER IS KNOWINGLY AND VOLUNTARILY GIVEN
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED, EITHER ORALLY OR IN WRITING EXCEPT BY A
WRITING EXECUTED BY AUTHORIZED REPRESENTATIVES (WITH APPROPRIATE SUPPORTING
DOCUMENTATION) OF BOTH PLEDGOR AND LENDER, THAT REFERS SPECIFICALLY TO THIS SECTION
AND EXPRESSLY REVOKES THIS WAIVER, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, REPLACEMENTS, REAFFIRMATIONS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT, OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS











AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.


WITH RESPECT TO ANY ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT, BORROWER SHALL AND HEREBY DOES SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK (AND ANY
APPELLATE COURTS TAKING APPEALS THEREFROM). 
BORROWER HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (A)
THAT IT  IS NOT SUBJECT TO SUCH JURISDICTION OR
THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE
IN THOSE COURTS OR THAT THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY
NOT BE ENFORCED IN OR BY THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM
EXECUTION, (B) THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR (C) THAT THE VENUE OF THE ACTION, SUIT OR PROCEEDING
IS IMPROPER.  IN THE EVENT ANY SUCH
ACTION, SUIT, PROCEEDING OR LITIGATION IS COMMENCED, BORROWER AGREES THAT
SERVICE OF PROCESS MAY BE MADE, AND PERSONAL JURISDICTION OVER BORROWER
OBTAINED, BY SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND OTHER PLEADINGS
REQUIRED TO COMMENCE SUCH LITIGATION UPON BORROWER AT THE ADDRESS OF BORROWER
AND TO THE ATTENTION OF SUCH PERSON AS SET FORTH IN THIS SECTION 19.


No claim may be made by Borrower against Lender, its affiliates and its
respective directors, officers, employees, or attorneys for any special,
indirect or consequential damages (“Special Damages”)
in respect of any breach or wrongful conduct (whether the claim therefor is
based on contract, tort or duty imposed by law) in connection with, arising out
of, or in any way related to the transactions contemplated or relationship
established by this Agreement, or any act, omission or event occurring in
connection herewith or therewith; and to the fullest extent permitted by law
Borrower hereby waives, releases and agrees not to sue upon any such claim for
Special Damages, whether or not accrued and whether or not known or suspected
to exist in its favor.


[SIGNATURES COMMENCE ON THE FOLLOWING
PAGE]











IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their duly authorized
officers as of the date set forth above.


	
  

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  [INSERT
  BORROWER’S SIGNATURE BLOCK]

  
	
   

  	
   

  



 


	
  

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIGROUP GLOBAL MARKETS REALTY

  CORP., a New York corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 











EXHIBIT A


FORM OF ACKNOWLEDGMENT AND CONSENT


[ISSUER] hereby acknowledges
receipt of a copy of that certain Pledge and Security Agreement (the “Pledge
Agreement”) granted by BEHERINGER HARVARD SANTA
CLARA M, LLC (“Borrower”) to and for the benefit of Lender (as
defined therein) and acknowledges that Borrower is bound thereby.  [ISSUER] agrees
to notify Lender promptly in writing of the occurrence of any of the events
described in Section 5(a) of the Pledge Agreement.


Dated:                      
    , 200    


[ISSUER SIG BLOCK]











EXHIBIT B


FORM OF INSTRUCTION TO REGISTER PLEDGE


                        ,
200    


To:          [Issuer]


In accordance with the requirements of that certain Pledge and Security
Agreement dated as the date hereof (as amended, supplemented or otherwise
modified from time to time, the “Pledge Agreement”), between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York
corporation  (the “Lender”) and BEHERINGER HARVARD SANTA CLARA M, LLC (the “Borrower”)
(capitalized but undefined terms used herein as therein defined), you are
hereby instructed to register the pledge of the following interests as follows:


All right, title and interest now owned or hereafter acquired by
Borrower in the following:


(i)            All
limited liability company membership interests, partnership interests, capital
stock or other equity interests of, and all other right, title and interest now
owned or hereafter acquired by Borrower in and to Issuer, together with (a) all
additional membership interests, partnership interests, capital stock or other
equity interests in, each Issuer and options, warrants, and other rights now or
hereafter acquired by Borrower in respect of such membership interests,
partnership interests, capital stock or other equity interests (whether in
connection with any capital increase, recapitalization, reclassification, or
reorganization of each Issuer or otherwise) and all other property, rights or
instruments of any description at any time issued or issuable as an addition to
or in substitution for such membership interests, partnership interests,
capital stock or other equity interests; (b) all certificates, instruments, or
other writings representing or evidencing interests in Issuer, and all accounts
and general intangibles arising out of, or in connection with, the interests in
Issuer; (c) any and all moneys or property due and to become due to Borrower
now or in the future in respect of the interests in Issuer, or to which
Borrower may now or in the future be entitled in its capacity as a member,
partner, shareholder or other equity holder of Issuer, whether by way of a
dividend, distribution, return of capital or otherwise; (d) all other claims
which Borrower now has or may in the future acquire in its capacity as a member,
partner, shareholder or other equity holder of Issuer against Issuer and its
property; and (e) all rights of Borrower under the Issuer Formation Agreement
applicable to Issuer (and all other agreements, if any, to which Borrower is a
party from time to time which relate to its ownership of the interests in
Issuer), including, without limitation, all voting and consent rights of
Borrower arising thereunder or otherwise in connection with Borrower’s
ownership of the interests in Issuer (collectively, the “Pledged Interests”);











(ii)           all
“accounts”, “general intangibles”, “payment intangibles”, “instruments” and “investment
property” (in each case as defined in the Code) constituting or relating to the
foregoing; and


(iii)          any
Net Liquidation Proceeds After Debt Service allocable to the Pledged Interests;
and


(iv)          to
the extent not otherwise part of the Pledged Interests, all Proceeds, income
and profits thereof and all property received in exchange or substitution
thereof, of any of the foregoing property of Borrower.


You are hereby further
authorized and instructed to execute and deliver to Lender a Confirmation
Statement and Instruction Agreement, substantially in the form of Exhibit C to
the Pledge Agreement and, to the extent provided more fully therein, to comply
with the instructions of Lender in respect of the Collateral without further
consent of, or notice to, Borrower. 
Notwithstanding anything in this paragraph, this instruction shall not
be construed as expanding the rights of Lender to give instructions with
respect to the Collateral beyond such rights set forth in the Pledge Agreement.


Dated:                            ,
2007


	
  

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIGROUP GLOBAL MARKETS

  REALTY CORP., a New York corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [BORROWER SIG BLOCK]

  



 











EXHIBIT C


FORM OF CONFIRMATION STATEMENT AND
INSTRUCTION AGREEMENT


                        
    , 2007


To:          CITIGROUP GLOBAL MARKETS REALTY CORP., a New York
corporation


Pursuant to the requirements of that certain Pledge and Security
Agreement dated the date hereof (as amended, supplemented or otherwise modified
from time to time, the “Pledge Agreement”), between CITIGROUP
GLOBAL MARKETS REALTY CORP., a New York corporation (the “Lender”)
and BEHRINGER HARVARD SANTA CLARA M, LLC, a
Delaware limited liability company (the “Borrower”) (capitalized but undefined
terms used herein as therein defined), this Confirmation Statement and
Instruction Agreement relates to those ownership interests (the “Pledged
Interests”), as further described on Schedule II to the Pledge Agreement,
issued by                               
(“Issuer”).


The Pledged Interests are not (i) “investment company securities”
(within the meaning of Section 8-103 of the Uniform Commercial Code (the “Code”))
or (ii) dealt in or traded on securities exchanges or in securities
markets.  All of the Pledged Interest or
the Issuer Formation Agreement provides that it is a “security” (within the
meaning of Sections 8-102(a)(15) and 8-103 of the Code), the Issuer agrees as
follows:


On the date hereof, the registered owner of 99% of the ownership
interests in Behringer Santa Clara, LP and 100% of the membership interests in
Behringer Santa Clara GP, LLC and the Pledged Interests is Borrower.


The registered pledgee of the Pledged Interests is:


CITIGROUP GLOBAL MARKETS REALTY CORP.,
a New York corporation


There are no liens of the Issuer on the Pledged Interests or any
adverse claims thereto for which the Issuer has a duty under Section 8-403 of
the Code.  The Issuer has by book-entry
registered the Pledged Interests in the name of the registered pledgee on or
before                           
      , 2007. 
No other pledge is currently registered on the books and records of the
Issuer with respect to the Pledged Interests.


Until the Debt is paid in full (exclusive of provisions which shall
survive full payment), the Issuer agrees to: 
(i) comply with the instructions of Lender sent in accordance with
Section 18(h) of the Pledge Agreement, without any further consent from
Borrower or any other Person, in respect of the Collateral; and (ii) disregard
any request made by Borrower or any other person which contravenes the
instructions of Lender with respect to the Collateral.  Notwithstanding











anything in this
paragraph, this confirmation statement and Instruction Agreement shall not be
construed as expanding the rights of Lender to give instructions with respect
to the Collateral beyond such rights set forth in the Pledge Agreement.


Dated:                            ,
200    


[SIGNATURES COMMENCE ON THE FOLLOWING
PAGE]











 


	
  

  	
  [ISSUER SIG BLOCK]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    ACKNOWLEDGED
  AND AGREED TO BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    CITIGROUP
  GLOBAL MARKETS REALTY CORP.,

    a New York corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    [BORROWER
  SIGN BLOCK]

  



 
















SCHEDULE I


	
  Borrower

  	
   

  	
  Chief

  Executive

  Office/Principal

  Place of

  Business

  	
   

  	
  Type of

  Entity

  	
   

  	
  Organizational

  Identification

  Number

  	
   

  	
  Jurisdiction

  of

  Incorporation

  or Formation

  	
   

  	
  Name under

  which

  Borrower

  does business,

  if other than

  its legal name

  	
   

  	
  Date located

  at present

  address if

  less than six

  years

  
	
  Behringer Harvard Santa Clara M, LLC

  	
   

  	
  15601 Dallas
  Parkway, Suite 600, Addison, Texas 75001

  	
   

  	
  Limited
  liability company

  	
   

  	
  4342509

  	
   

  	
  Delaware

  	
   

  	
  None.

  	
   

  	
  Since date of
  formation (4/27/07)

  



 













SCHEDULE II


	
  ISSUER

  	
   

  	
  OWNER

  	
   

  	
  PERCENTAGE OF

  OWNERSHIP INTEREST

  
	
  BEHRINGER HARVARD SANTA CLARA
  LP

  	
   

  	
  BEHRINGER
  HARVARD SANTA CLARA
  M, LLC

  	
   

  	
  99.9% of the partnership interest.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BEHRINGER HARVARD SANTA CLARA
  GP, LLC

  	
   

  	
  BEHRINGER HARVARD SANTA CLARA
  M, LLC

  	
   

  	
  100% of the membership interests.

  



 













SCHEDULE III


STOCK POWER


FOR VALUE RECEIVED, BEHRINGER HARVARD SANTA CLARA M, LLC, a Delaware
limited liability company (“Borrower”) hereby sells, assigns and transfers unto CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation,
[99.9][100]% of the outstanding and issued [partnership][membership] interests
of                                     ,
a                         
(“Issuer”), standing in the name of Borrower on the books of Issuer represented
by Certificate No.      
and does hereby irrevocably constitute and appoint [                      ]
to transfer the said shares on the books of Issuer with full power of
substitution in the premises.


Dated: 
                        
        , 200    


	
  

  	
  [BORROWER SIGNATURE BLOCK]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
					



 













SCHEDULE
IV


(Delivered
Certificates)













CERTIFICATE
FOR


                                                                      


	
  Certificate
  Number          

  	
  [        ]%
  outstanding

  
	
   

  	
                                     interests

  



 


                                                    ,
a                                                     
(the “Company”), hereby certifies that                                                       
(the “Holder”) is the registered owner of [      ]%
of the                                           
in the Company (the “Interests”).  THE
RIGHTS, POWERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) AND
LIMITATIONS OF THE INTERESTS ARE SET FORTH IN, AND THIS CERTIFICATE AND THE
INTERESTS REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE SUBJECT TO
THE TERMS AND PROVISIONS OF THE                                         
OF THE COMPANY, DATED AS OF                 ,
200    , AS THE SAME MAY BE AMENDED OR AMENDED AND RESTATED
FROM TIME TO TIME (THE “AGREEMENT”).  THE
TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED
AS DESCRIBED IN THE AGREEMENT.  By
acceptance of this Certificate, and as a condition to being entitled to any
rights and/or benefits with respect to the Interests evidenced hereby, the
Holder is deemed to have agreed to comply with and be bound by all of the terms
and conditions of the Agreement.  The
Company will furnish a copy of the Agreement to the Holder without charge upon
written request to the Company at its principal place of business.  The Company maintains books for the purpose
or registering the transfer of Interests.


Each limited liability company interest
in the Company shall constitute a “security” within the meaning of, and
governed by, (i) Article 8 of the Uniform Commercial Code (including Section
8-102(a)(15) thereof) as in effect from time to time in the State of Delaware,
and (ii) Article 8 of the Uniform Commercial Code of any other applicable
jurisdiction that now or hereafter substantially includes the 1994 revisions to
Article 8 thereof as adopted by the American Law Institute and the National
Conference of Commissioner on Uniform State Laws and approved by the American
Bar Association on February 14, 1995.


This Certificate shall be governed by
and construed in accordance with the laws of the State of                             
without regard to principles of conflict of laws.


IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed by                                               
its                                             
as of the date set forth below.


	
  Dated:                           
      , 200    

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













REVERSE SIDE OF CERTIFICATE


REPRESENTED INTERESTS OF


                                                                                


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                     
[print or typewrite the name of the transferee],                                           
[insert Social Security Number or other taxpayer identification number of
transferee], the following specified percentage of Interests:                                                     
[identify percentage of Interests being transferred], and irrevocably
constitutes and appoints                                           
as attorney-in-fact to transfer the same on the books and records of the
Company, with full power of substitution in the premises.


	
  Dated:
                        
        , 200

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Transferor)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: