Unassociated Document


     

    LIQUIDATING
TRUST AGREEMENT

     

    Dated
as of February 16, 2011

     

    by and
among

     

    Behringer
Harvard Mid-Term Value Enhancement Fund I LP

     

    individually
as Grantor

     

    and

     

    Behringer
Harvard Advisors I LP

     

    as
Managing Trustee

     

    and

     

    CSC Trust
Company of Delaware

     

    as
Resident Trustee

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

    

     

    
      
        
          
            
              
                
                  
                    	 	
                            Page

                          
	 	 
	
                            LIQUIDATING TRUST AGREEMENT

                          	
                            1

                          
	 
      	 
      
	
                            RECITALS:

                          	 
      	
                            1

                          
	 
      	 
      	 
      
	
                            ARTICLE
      I

                          	
                            NAME
      AND DEFINITIONS

                          	
                            1

                          
	 
      	 
      	 
      
	
                            1.1

                          	
                            Name

                          	
                            1

                          
	 
      	 
      	 
      
	
                            1.2

                          	
                            Certain
      Terms Defined

                          	
                            1

                          
	 
      	 
      	 
      
	
                            ARTICLE
      II

                          	
                            NATURE
      OF TRANSFER

                          	
                            3

                          
	 
      	 
      	 
      
	
                            2.1

                          	
                            Purpose
      of the Trust

                          	
                            3

                          
	 
      	 
      	 
      
	
                            2.2

                          	
                            No
      Reversion to the Partnership

                          	
                            4

                          
	 
      	 
      	 
      
	
                            2.3

                          	
                            Payment
      of Liabilities

                          	
                            4

                          
	 
      	 
      	 
      
	
                            2.4

                          	
                            Bill
      of Sale, Assignment, Acceptance and Assumption Agreement; Instruments of
      Further Assurance

                          	
                            4

                          
	 
      	 
      	 
      
	
                            2.5

                          	
                            Incidents
      of Ownership

                          	
                            4

                          
	 
      	 
      	 
      
	
                            2.6

                          	
                            Notice
      to Unlocated Holders of Partnership Units

                          	
                            4

                          
	 
      	 
      	 
      
	
                            ARTICLE
      III

                          	
                            BENEFICIARIES

                          	
                            4

                          
	 
      	 
      	 
      
	
                            3.1

                          	
                            Beneficial
      Interests

                          	
                            4

                          
	 
      	 
      	 
      
	
                            3.2

                          	
                            Rights
      of Beneficiaries

                          	
                            5

                          
	 
      	 
      	 
      
	
                            3.3

                          	
                            No
      Transfer of Interests of Beneficiaries

                          	
                            5

                          
	 
      	 
      	 
      
	
                            3.4

                          	
                            Managing
      Trustee as Beneficiary

                          	
                            5

                          
	 
      	 
      	 
      
	
                            ARTICLE
      IV

                          	
                            DURATION
      AND TERMINATION OF TRUST

                          	
                            5

                          
	 
      	 
      	 
      
	
                            4.1

                          	
                            Duration

                          	
                            6

                          
	 
      	 
      	 
      
	
                            4.2

                          	
                            Other
      Obligations of the Managing Trustee upon Termination

                          	
                            6

                          
	 
      	 
      	 
      
	
                            ARTICLE
      V

                          	
                            ADMINISTRATION
      OF TRUST ASSETS

                          	
                            6

                          
	 
      	 
      	 
      
	
                            5.1

                          	
                            Sale
      of Trust Assets

                          	
                            6

                          
	 
      	 
      	 
      
	
                            5.2

                          	
                            Authorized
      Activities

                          	
                            6

                          
	 
      	 
      	 
      
	
                            5.3

                          	
                            Payment
      of Claims, Expenses and Liabilities

                          	
                            6

                          
	 
      	 
      	 
      
	
                            5.4

                          	
                            Interim
      Distributions

                          	
                            6

                          
	 
      	 
      	 
      
	
                            5.5

                          	
                            Final
      Distribution

                          	
                            7

                          
	 
      	 
      	 
      
	
                            5.5

                          	
                            Reports
      to Beneficiaries and Others

                          	
                            7

                          
	 
      	 
      	 
      
	
                            5.6

                          	
                            Federal
      Income Tax Information

                          	
                            7

                          
	 
      	 
      	 
      
	
                            5.7

                          	
                            Employment
      of Manager

                          	
                            7

                          
	 
      	 
      	 
      
	
                            ARTICLE
      VI

                          	
                            MANAGING
      TRUSTEE

                          	
                            7

                          
	 
      	 
      	 
      
	
                            6.1

                          	
                            General
      Powers of the Managing Trustee

                          	
                            8

                          
	 
      	 
      	 
      
	
                            6.2

                          	
                            Specific
      Powers of the Managing Trustee

                          	
                            8

                          
	 
      	 
      	 
      
	
                            6.3

                          	
                            Property
      Management Services

                          	
                            9

                          
	 
      	 
      	 
      
	
                            6.4

                          	
                            Asset
      Management Fee

                          	
                            10

                          
	 
      	 
      	 
      
	
                            6.5

                          	
                            Insurance
      Services

                          	
                            10

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        TABLE
OF CONTENTS

        (continued)

           

      

      
        
          
            
              
                	 	 	
                        Page

                      
	 	 	 
	
                        6.6

                      	
                        Real
      Estate Commissions on Resale of Properties

                      	
                        11

                      
	 
      	 
      	 
      
	
                        6.7

                      	
                        Rebates,
      Give-ups and Reciprocal Arrangements

                      	
                        11

                      
	 
      	 
      	 
      
	
                        6.8

                      	
                        Other
      Compensation

                      	
                        11

                      
	 
      	 
      	 
      
	
                        ARTICLE
      VII

                      	
                        RESIDENT
      TRUSTEE

                      	
                        11

                      
	 
      	 
      	 
      
	
                        7.1

                      	
                        Generally

                      	
                        11

                      
	 
      	 
      	 
      
	
                        7.2

                      	
                        Compensation

                      	
                        12

                      
	 
      	 
      	 
      
	
                        7.3

                      	
                        Miscellaneous

                      	
                        12

                      
	 
      	 
      	 
      
	
                        ARTICLE
      VIII

                      	
                        CONCERNING
      THE MANAGING TRUSTEE, BENEFICIARIES, EMPLOYEES AND AGENTS

                      	
                        12

                      
	 
      	 
      	 
      
	
                        8.1

                      	
                        Generally

                      	
                        12

                      
	 
      	 
      	 
      
	
                        8.2

                      	
                        Reliance
      by the Managing Trustee

                      	
                        13

                      
	 
      	 
      	 
      
	
                        8.3

                      	
                        Limitation
      on Liability to Third Persons

                      	
                        13

                      
	 
      	 
      	 
      
	
                        8.4

                      	
                        Recitals

                      	
                        14

                      
	 
      	 
      	 
      
	
                        8.5

                      	
                        Indemnification

                      	
                        14

                      
	 
      	 
      	 
      
	
                        8.6

                      	
                        Rights
      of Managing Trustees, Employees, Independent Contractors and Agents to Own
      Trust Units or Other Property and to Engage in Other
    Business

                      	
                        14

                      
	 
      	 
      	 
      
	
                        ARTICLE
      IX

                      	
                        PROTECTION
      OF PERSONS DEALING WITH THE MANAGING TRUSTEE

                      	
                        15

                      
	 
      	 
      	 
      
	
                        9.1

                      	
                        Reliance
      on Statements by the Managing Trustee

                      	
                        15

                      
	 
      	 
      	 
      
	
                        ARTICLE
      X

                      	
                        REIMBURSEMENT
      TO THE MANAGING TRUSTEE

                      	
                        15

                      
	 
      	 
      	 
      
	
                        10.1

                      	
                        Expenses

                      	
                        15

                      
	 
      	 
      	 
      
	
                        ARTICLE
      XI

                      	
                        THE
      MANAGING TRUSTEE AND SUCCESSOR MANAGING TRUSTEE

                      	
                        15

                      
	 
      	 
      	 
      
	
                        11.1

                      	
                        Number
      and Qualification of Managing Trustees

                      	
                        15

                      
	 
      	 
      	 
      
	
                        11.2

                      	
                        Resignation
      and Removal

                      	
                        16

                      
	 
      	 
      	 
      
	
                        11.3

                      	
                        Appointment
      of Successor

                      	
                        16

                      
	 
      	 
      	 
      
	
                        11.4

                      	
                        Acceptance
      of Appointment by Successor Managing Trustee

                      	
                        16

                      
	 
      	 
      	 
      
	
                        11.5

                      	
                        Bonds

                      	
                        16

                      
	 
      	 
      	 
      
	
                        ARTICLE
      XII

                      	
                        CONCERNING
      THE BENEFICIARIES

                      	
                        16

                      
	 
      	 
      	 
      
	
                        12.1

                      	
                        Evidence
      of Action by Beneficiaries

                      	
                        16

                      
	 
      	 
      	 
      
	
                        12.2

                      	
                        Limitation
      on Suits by Beneficiaries

                      	
                        16

                      
	 
      	 
      	 
      
	
                        12.3

                      	
                        Requirement
      of Undertaking

                      	
                        16

                      
	 
      	 
      	 
      
	
                        ARTICLE
      XIII

                      	
                        MEETING
      OF BENEFICIARIES

                      	
                        16

                      
	 
      	 
      	 
      
	
                        13.1

                      	
                        Purpose
      of Meetings

                      	
                        16

                      
	 
      	 
      	 
      
	
                        13.2

                      	
                        Meeting
      Called by the Managing Trustee

                      	
                        16

                      
	 
      	 
      	 
      
	
                        13.3

                      	
                        Meeting
      Called on Request of Beneficiaries

                      	
                        17

                      
	 
      	 
      	 
      
	
                        13.4

                      	
                        Persons
      Entitled to Vote at Meeting of Beneficiaries

                      	
                        17

                      
	 
      	 
      	 
      
	
                        13.5

                      	
                        Quorum

                      	
                        17

                      
	 
      	 
      	 
      
	
                        13.6

                      	
                        Adjournment
      of Meeting

                      	
                        17

                      


              

            

          

        

      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        TABLE
OF CONTENTS

        (continued)

      

       

      
        
          
            
              
                
                  
                    
                      	 	
                               

                            	
                              Page

                            
	 	 	 
	
                              13.7

                            	
                              Conduct
      of Meeting

                            	
                              17

                            
	 
      	 
      	 
      
	
                              ARTICLE
      XIV

                            	
                              AMENDMENTS

                            	
                              17

                            
	 
      	 
      	 
      
	
                              14.1

                            	
                              Consent
      of Beneficiaries

                            	
                              17

                            
	 
      	 
      	 
      
	
                              14.2

                            	
                              Effect
      of Amendment

                            	
                              18

                            
	 
      	 
      	 
      
	
                              14.3

                            	
                              Managing
      Trustee’s Declining to Execute Documents

                            	
                              18

                            
	 
      	 
      	 
      
	
                              ARTICLE
      XV

                            	
                              MISCELLANEOUS
      PROVISIONS

                            	
                              18

                            
	 
      	 
      	 
      
	
                              15.1

                            	
                              Filing
      Documents

                            	
                              18

                            
	 
      	 
      	 
      
	
                              15.2

                            	
                              Beneficiaries
      Have No Rights or Privileges as Holders of Partnership
    Units

                            	
                              18

                            
	 
      	 
      	 
      
	
                              15.3

                            	
                              Laws
      as to Construction

                            	
                              18

                            
	 
      	 
      	 
      
	
                              15.4

                            	
                              Severability

                            	
                              18

                            
	 
      	 
      	 
      
	
                              15.5

                            	
                              Notices

                            	
                              18

                            
	 
      	 
      	 
      
	
                              15.6

                            	
                              Counterparts

                            	
                              19

                            
	 
      	 
      	 
      
	
                              EXHIBIT
      A

                            	 


                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

    

    LIQUIDATING
TRUST AGREEMENT

    


    This
LIQUIDATING TRUST AGREEMENT (this “Agreement”), dated as of February 16, 2011
(the “Effective Date”), by and between Behringer Harvard Mid-Term Value
Enhancement Fund I LP, a Texas limited partnership, as Grantor (the
“Partnership”), Behringer Harvard Advisors I LP, a Texas limited partnership, as
Managing Trustee (the “Managing Trustee”), and CSC Trust Company of Delaware, a
Delaware corporation, as Resident Trustee (the “Resident Trustee” and, with the
Managing Trustee, the “Trustees”).

     

    RECITALS:

    WHEREAS,
the principal purpose for which the Partnership was organized was to acquire,
develop, construct, own, operate, improve, lease and otherwise manage for
investment purposes, either alone or in association with others, a diversified
portfolio of income-producing commercial or industrial properties as should from
time to time be acquired by the Partnership and to engage in any or all general
business activities related to or incidental to such principal
purpose;

     

    WHEREAS,
Robert M. Behringer, a Texas resident, and Behringer Harvard Advisors I LP, a
Texas limited partnership (the “General Partners”) believe it to be in the best
interest of the Partnership to dissolve and wind down its affairs;

     

    WHEREAS,
the Partnership will transfer all of its assets (the “Partnership Assets”) and
liabilities to a trust (the “Liquidating Trust” or “Trust”) with Behringer
Harvard Advisors I LP serving as its initial Managing Trustee, including cash
reserves set aside for the contingent and existing obligations of the
Partnership and the Liquidating Trust (the “Cash Reserves”); and

     

    WHEREAS,
the Partnership will distribute the beneficial interests in the Trust to its
partners in liquidation of the Partnership in accordance with the terms
hereof.

     

    WHEREAS,
the Managing Trustee shall administer the Liquidating Trust pursuant to the
terms of this Agreement and, upon satisfaction of all liabilities and
obligations of the Partnership and the Liquidating Trust, the Managing Trustee
shall distribute the residue of the proceeds of the liquidation of the assets of
the Partnership in accordance with the terms hereof.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Partnership hereby agrees to grant, release,
assign, convey and deliver unto the Managing Trustee for the benefit of the
Beneficiaries (as hereinafter defined), all of the right, title and interest of
the Partnership in and to the Partnership Assets and Cash Reserves for the uses
and purposes stated herein on the Effective Date, subject to the terms and
provisions set out below, and the Managing Trustee hereby agrees to accept such
Partnership Assets and Cash Reserves and such Trust, subject to the following
terms and provisions:

     

    ARTICLE
I

    NAME
AND DEFINITIONS

     

    
      	
              1.1

            	
              Name.  This
      Trust shall be known as the Behringer Harvard Mid-Term Value Enhancement
      Liquidating Trust.

            


    

     

    
      	
              1.2

            	
              Certain Terms
      Defined.  For all purposes of this instrument, unless the
      context otherwise requires:

            


    

     

    
      	
               
      

            	
              (a)

            	
              “AFFILIATE”
      shall mean, with respect to any Person, (a) any other Person directly
      or indirectly controlling, controlled by or under common control with such
      Person, (b) any officer, director or partner of such Person,
      (c) any other Person owning or controlling 10% or more of the
      outstanding voting securities of such Person and (d) if such Person
      is an officer, director or partner, any other person for which such Person
      acts in such capacity.

            


    

     

    
      	
               
      

            	
              (b)

            	
              “AGGREGATE
      ASSETS VALUE” shall mean the aggregate book value of the assets of the
      Partnership (other than investments in bank accounts, money market funds
      and other current assets) at the time of measurement before deducting
      depreciation, bad debts or other similar non-cash reserves and without
      reduction for any debt secured by or relating to such
    assets.

            


    

     

    
      	
               
      

            	
              (c)

            	
              “AGREEMENT”
      shall mean this instrument as originally executed or as it may from time
      to time be amended pursuant to the terms
hereof.

            


    

     

    
      	
               
      

            	
              (d)

            	
              “ASSET
      MANAGEMENT FEE” shall mean the fee paid to the Managing Trustee or its
      Affiliates pursuant to Section 6.4 hereof for day-to-day professional
      management services in connection with the Trust and its
      affairs.

            


    

     

    
      	
               
      

            	
              (e)

            	
              “BENEFICIAL
      INTEREST” shall mean each Beneficiary’s proportionate share of the Trust
      Assets in the Trust determined by the ratio of the number of Partnership
      Units held by the Initial Beneficiary on the close of business on the
      Record Date in the Partnership over the total number of Partnership Units
      existing on such Record Date in the Partnership and thereafter each
      Beneficiary’s proportional beneficial interest in the Trust represented by
      Trust Units.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

            	
              “BENEFICIARIES”
      shall mean the holders of Trust Units from time to time on or after the
      Record Date, including the Initial Beneficiaries and the Subsequent
      Beneficiaries.

            


    

     

    
      	
               
      

            	
              (g)

            	
              “CAPITAL
      CONTRIBUTION” shall mean, with respect to any Beneficiary, the
      Beneficiary’s “Capital Contribution” as defined in the Partnership
      Agreement and as of the Effective
Date.

            


    

     

    
      	
               
      

            	
              (h)

            	
              “CODE”
      shall mean the Internal Revenue Code of 1986, as
  amended.

            


    

     

    
      	
               
      

            	
              (i)

            	
              “GRANTOR”
      shall mean the Partnership.

            


    

     

    
      	
               
      

            	
              (j)

            	
              “GROSS
      REVENUES” shall mean all amounts actually collected as rents or other
      charges for the use and occupancy of Trust Assets, but shall exclude
      interest and other investment income of the Trust and proceeds received by
      the Trust from a sale, exchange, condemnation, eminent domain taking,
      casualty or other disposition of assets of the
  Trust.

            


    

     

    
      	
               
      

            	
              (k)

            	
              “INITIAL
      BENEFICIARIES” shall mean the initial holders of Trust
    Units.

            


    

     

    
      	
               
      

            	
              (l)

            	
              “LIMITED
      PARTNERS” shall mean the limited partners under the Partnership
      Agreement.

            


    

     

    
      	
               
      

            	
              (m)

            	
              “LIQUIDATING
      DISTRIBUTIONS” shall mean the net cash proceeds received by the Trust from
      (a) the sale, exchange, condemnation, eminent domain taking, casualty or
      other disposition of substantially all of the assets of the Trust or the
      last remaining assets of the Trust or (b) a liquidation of the Trust
      Assets in connection with a dissolution of the Trust, after (i) payment of
      all expenses of such sale, exchange, condemnation, eminent domain taking,
      casualty or other disposition or liquidation, including real estate
      commissions, if applicable, (ii) the payment of any outstanding
      indebtedness and other liabilities of the Trust, (iii) any amounts used to
      restore any such assets of the Trust, and (iv) any amounts set aside as
      reserves which the Managing Trustee in its sole discretion may deem
      necessary or desirable.

            


    

     

    
      	
               
      

            	
              (n)

            	
              “LIQUIDATING
      TRUST” shall mean the liquidating trust maintained by the Managing Trustee
      holding the Trust Assets of the Partnership, identified as the “Behringer
      Harvard Mid-Term Value Enhancement Liquidating Trust”; also referred to
      herein as the “Trust.”

            


    

     

    
      	
               
      

            	
              (o)

            	
              “MANAGER”
      shall mean such Person or Persons who have been employed by, or who have
      contracted with, the Managing Trustee to assist in the management of the
      Trust, and for the avoidance of doubt, the Manager may be one or both of
      the General Partners or any Affiliate of the General
    Partners.

            


    

     

    
      	
               
      

            	
              (p)

            	
              “MAJORITY
      VOTE” shall mean the affirmative vote or written consent of Beneficiaries
      then owning of record more than fifty percent (50%) of the outstanding
      Trust Units; provided, however, that any Trust Units owned or otherwise
      controlled by the Managing Trustee or its Affiliates may not be voted and
      will not be included in the total number of outstanding Trust Units for
      purposes of this definition unless such Trust Units are the only Trust
      Units outstanding as of the date of
  determination.

            


    

     

    
      	
               
      

            	
              (q)

            	
              “NASAA
      GUIDELINES” shall mean the Statement of Policy Regarding Real Estate
      Programs of the North American Securities Administrators Association,
      Inc., effective September 29, 1993, as
amended.

            


    

     

    
      	
               
      

            	
              (r)

            	
              “NET
      CAPITAL CONTRIBUTION” shall mean, with respect to any Beneficiary, the
      Beneficiary’s “Net Capital Contribution” as defined in the Partnership
      Agreement and as of the Effective Date, and as reduced from time to time
      by distributions to such Beneficiary from the Trust of Non-Liquidating Net
      Sale Proceeds and Liquidating Distributions, but without reduction for
      interim distributions of Net Cash From Operations, if any, made pursuant
      to Section 5.4 hereof.

            


    

     

    
      	
               
      

            	
              (s)

            	
              “NET
      CASH FROM OPERATIONS” shall mean cash funds from operations of the Trust
      (including without limitation interest and other investment income and
      without deduction for depreciation or amortization after deducting funds
      used to pay or to provide for the payment of all operating expenses of the
      Trust and each Trust Asset and debt service, if any, capital improvements
      and replacements), less the amounts set aside for restoration or creation
      of reserves.

            


    

     

    
      	
               
      

            	
              (t)

            	
              “NON-LIQUIDATING
      NET SALE PROCEEDS” shall mean the net cash proceeds received by the Trust
      from a sale, exchange, condemnation, eminent domain taking, casualty or
      other disposition of assets of the Trust, which does not constitute
      substantially all of the remaining assets of the Trust, after (a) payment
      of all expenses of such sale, exchange, condemnation, eminent domain
      taking, casualty or other disposition, including real estate commissions,
      if applicable, (b) the payment of any outstanding indebtedness and other
      Trust liabilities relating to such disposed assets, (c) any amounts used
      to restore any such disposed assets or purchase additional assets with the
      proceeds thereof, and (d) any amounts set aside as reserves which the
      Managing Trustee in its sole discretion may deem necessary or desirable
      (including for the purchase of additional
  assets).

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (u)

            	
              “PARTNERSHIP
      AGREEMENT” shall mean the Agreement of Limited Partnership of Behringer
      Harvard Mid-Term Value Enhancement Fund I LP, dated as of July 30, 2002,
      as amended on June 2, 2003 and further amended on March 29,
      2006.

            


    

     

    
      	
               
      

            	
              (v)

            	
              “PARTNERSHIP
      UNITS” shall mean the limited partnership units in the Partnership held by
      each of the Beneficiaries as of the Record
Date.

            


    

     

    
      	
               
      

            	
              (w)

            	
              “PERSON”
      shall mean any natural person, partnership, trust, corporation,
      association or other legal entity, including, but not limited to, the
      General Partners and any Affiliate of the General
  Partners.

            


    

     

    
      	
               
      

            	
              (x)

            	
              “PURCHASE PRICE” shall mean the price
      paid by the Partnership for Trust Assets (including all Acquisition Fees
      as defined by the Partnership Agreement, liens and mortgages on the
      properties, but excluding points and prepaid interest) plus all costs of
      improvements, if any, reasonably and properly allocable to the Trust
      Assets.

            


    

     

    
      	
               
      

            	
              (y)

            	
              “RECORD
      DATE” shall mean the date selected by the Grantor for determination of the
      holders of Partnership Units entitled to become
    Beneficiaries.

            


    

     

    
      	
               
      

            	
              (z)

            	
              “SUBSEQUENT
      BENEFICIARIES” shall mean Beneficiaries as reflected on the books and
      records of the Trust from time to time after the Effective Date, other
      than the Initial Beneficiaries.

            


    

     

    
      	
               
      

            	
              (aa)

            	
              “TREASURY
      REGULATIONS” shall mean the Income Tax Regulations promulgated under the
      Code by the United States Treasury
Department.

            


    

     

    
      	
               
      

            	
              (bb)

            	
              “TRUST”
      shall mean a Delaware Statutory Trust pursuant to Chapter 38 of Title 12
      of the Delaware Code and created by the filing of a Certificate of Trust
      with the Secretary of State of the State of
  Delaware.

            


    

     

    
      	
               
      

            	
              (cc)

            	
              “TRUST
      ASSETS” shall mean all the property held from time to time by the Managing
      Trustee under this Agreement, which initially shall consist of the
      Partnership Assets of the Partnership granted, assigned and conveyed to
      the Managing Trustee by the Partnership, the Cash Reserves, and, in
      addition, shall thereafter include all proceeds and other receipts of,
      from, or attributable to any assets, causes of actions or claims held by
      the Trust.

            


    

     

    
      	
               
      

            	
              (dd)

            	
              “TRUST
      UNITS” shall mean those equal, undivided portions into which the
      Beneficial Interests in the Trust Assets are divided, as evidenced on the
      books and records of the Trust and as shall not be certificated or
      represented by any form of other
instrument.

            


    

     

    
      	
               
      

            	
              (ee)

            	
              “TRUSTEE(S)”
      shall mean the original Trustee(s) under this Agreement and their
      successor(s) and assignee(s), if
any.

            


    

     

    ARTICLE
II

    NATURE
OF TRANSFER

     

    
      	
              2.1

            	
              Purpose of the
      Trust.

            


    

     

    
      	
               
      

            	
              (a)

            	
              It
      is expected that the Partnership shall dissolve and liquidate prior to
      fully winding up its affairs, including, but not limited to, the sale of
      its remaining assets, the collection of any receivables and the payment of
      any unsatisfied debts, claims, liabilities, commitments, suits and other
      obligations, whether contingent or fixed or otherwise (the “Liabilities”),
      except for such liabilities and obligations for which the Partnership has
      previously established reserves by the retention of the Cash Reserves as
      described in the recitals hereto.  The Trust hereby is organized
      for the sole purpose of winding up the affairs of the Partnership as
      promptly as reasonably possible and with no objective to continue or
      engage in the conduct of a trade or business except as necessary for the
      orderly liquidation of the Trust
Assets.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Cash Reserves and Partnership Assets to be granted, assigned and conveyed
      to the Managing Trustee as of the Effective Date will be held in the
      Trust, and the Managing Trustee will:  (i) further
      liquidate the Trust Assets as it deems necessary to carry out the purpose
      of the Trust and facilitate distribution of the Trust Assets;
      (ii) protect, conserve and manage the Trust Assets in accordance with
      the terms and conditions hereof; and (iii) distribute the Trust
      Assets in accordance with the terms and conditions
  hereof.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              It
      is intended that for federal, state and local income tax purposes the
      Trust shall be treated as a business trust under Treasury Regulation
      Section 301.7701-4(b), that the Trust will be classified for federal
      income tax purposes as a partnership under Treasury Regulation Section
      301.7701-3(b)(1)(i) and any analogous provision of state or local law, and
      that the Beneficiaries of the Trust shall be treated as partners for
      federal tax purposes and any analogous provision of state or local law and
      shall be taxed on their respective share of the Trust’s taxable income
      (including both ordinary income and capital gains) pursuant to Section 704
      of the Code and any analogous provision of state or local
      law.  It is further intended that the Partnership business shall
      continue in the Trust, that the partnership shall not terminate under 708
      of the Code, that the taxable year of the partnership shall not close, and
      that the Trust may use the Partnership’s taxpayer identification
      number.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Managing Trustee shall file all tax returns required to be filed with any
      governmental agency consistent with Section 2.1(c).  To the
      extent that the Managing Trustee becomes liable for the payment of taxes,
      including withholding taxes, with respect to income derived from the
      investment of funds held hereunder or any payment made hereunder
      (collectively, the “Taxes”), the Managing Trustee may pay such
      Taxes.  The Managing Trustee may withhold from any payment of
      the Trust Assets such amount as the Managing Trustee estimates to be
      sufficient to provide for the payment of such Taxes not yet paid, and may
      use the sum withheld for that purpose.  The Managing Trustee
      shall be indemnified and held harmless against any liability for Taxes and
      for any penalties or interest with respect to Taxes on such investment
      income or payments in the manner provided
  herein.

            


    

     

    
      	
              2.2

            	
              No Reversion to the
      Partnership.  In no event shall any part of the Trust
      Assets revert to or be distributed to the
  Partnership.

            


    

     

    
      	
              2.3

            	
              Payment of
      Liabilities.  The Trust hereby agrees to assume all
      Liabilities of the Partnership on the Effective Date.  Should
      any Liability be asserted against the Trust as the transferee of the Trust
      Assets or as a result of the assumption of the Liabilities, the Managing
      Trustee may use such part of the Trust Assets as may be necessary in
      contesting any such Liability or in payment thereof.  In no
      event shall the Managing Trustee, Beneficiaries or employees or agents of
      the Trust be personally liable, nor shall any personal property of such
      Persons or any other Trust Assets be subject to attachment, in the event
      the Trust Assets are not sufficient to satisfy the Liabilities asserted
      against or payable out of the Partnership’s available Trust Assets in the
      Trust.

            


    

     

    
      	
              2.4

            	
              Bill of Sale, Assignment,
      Acceptance and Assumption Agreement; Instruments of Further
      Assurance.  On the Effective Date, the Partnership and
      the Trust shall execute a Bill of Sale, Assignment, Acceptance and
      Assumption Agreement conveying the Partnership Assets, Cash Reserves and
      Liabilities to the Trust, a copy of which is attached as Exhibit A
      hereto.  After the dissolution of the Partnership, such Persons
      who shall have the right and power to so act, will, upon reasonable
      request of the Managing Trustee, execute, acknowledge, and deliver such
      further instruments and do such further acts as may be necessary or proper
      to carry out effectively the purposes of this Agreement, to confirm or
      effectuate the transfer to the Managing Trustee of any property intended
      to be covered hereby, and to vest in the Managing Trustee, its successors
      and assigns, the estate, powers, instruments or funds in trust
      hereunder.

            


    

     

    
      	
              2.5

            	
              Incidents of
      Ownership.  The holders of Partnership Units as of the
      Record Date shall be the Initial Beneficiaries of the Trust as holders of
      Trust Units in the Trust, and the Managing Trustee shall retain only such
      incidents of legal ownership as are necessary to undertake the actions and
      transactions authorized herein.

            


    

     

    
      	
              2.6

            	
              Notice to Unlocated Holders of
      Partnership Units.  If the Trust holds Trust Assets for
      the benefit of unlocated holders of any Partnership Units, due notice
      shall be given to such unlocated holders of Partnership Units in
      accordance with Texas and Delaware law, as
  applicable.

            


    

     

    ARTICLE
III

    BENEFICIARIES

     

    
      	
              3.1

            	
              Beneficial
      Interests.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Beneficial Interest of each Initial Beneficiary hereof shall be determined
      by the Partnership in accordance with the Partnership’s list of
      Partnership Unit holders as of the Record Date (the
      “List”).  The Partnership will deliver the List to the Managing
      Trustee promptly after the Record Date specifying the Partnership Units of
      each Partner in the Partnership.  Each Partnership Unit owned by
      a Partner shall be converted into Beneficial Interests in the
      Trust.  For ease of administration, the List shall express the
      Beneficial Interest of each Initial Beneficiary in terms of units and it
      is intended that each unit shall represent one Trust Unit in the
      Trust.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              In
      the case of the Partnership Unit holders, book-entry or other records or
      any other evidence of ownership satisfactory to the Managing Trustee will
      be deemed to evidence the Beneficial Interest in the Trust of each such
      Beneficiary.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      any conflicting claims or demands are made or asserted with respect to the
      ownership of any Trust Units, or if there should be any disagreement
      between the transferees, assignees, heirs, representatives or legatees
      succeeding to all or part of the interest of any Beneficiary resulting in
      adverse claims or demands being made in connection with such Trust Units,
      then, in any of such events, the Managing Trustee shall be entitled, at
      its sole election, to refuse to comply with any such conflicting claims or
      demands. In so refusing, the Managing Trustee may elect to make no payment
      or distribution with respect to such Trust Units, or to make such payment
      to a court of competent jurisdiction or an escrow agent, and in so doing
      the Managing Trustee shall not be or become liable to any of such parties
      for their failure or refusal to comply with any of such conflicting claims
      or demands, nor shall the Managing Trustee be liable for interest on any
      funds which it may so withhold.  The Managing Trustee shall be
      entitled to refrain and refuse to act until either (i) the rights of
      the adverse claimants have been adjudicated by a final non-appealable
      judgment of a court of competent jurisdiction, (ii) all differences
      have been adjusted by valid written agreement between all of such parties,
      and the Managing Trustee shall have been furnished with an executed
      counterpart of such agreement, or (iii) there is furnished to the
      Managing Trustee a surety bond or other security satisfactory to the
      Managing Trustee, as it shall deem appropriate, to fully indemnify it as
      between all conflicting claims or
demands.

            


    

     

    
      	
              3.2

            	
              Rights of
      Beneficiaries.  Each Beneficiary shall be entitled to
      participate in the rights and benefits due to a Beneficiary hereunder
      according to his Beneficial Interest.  Each Beneficiary shall
      take and hold the same subject to all the terms and provisions of this
      Agreement.  The interest of the Beneficiary hereby is declared
      and shall be in all respects personal property and upon the death of an
      individual Beneficiary, his Beneficial Interest shall pass as personal
      property to his legal representative and such death shall in no way
      terminate or affect the validity of this Agreement, provided that the
      Managing Trustee shall not be required to evidence a book entry transfer
      of a deceased Beneficiary’s Beneficial Interest to his legal
      representative until the Managing Trustee shall have received Letters
      Testamentary or Letters of Administration and written notice of the death
      of the deceased Beneficiary. A Beneficiary shall have no title or right
      to, or possession, management or control of, the Trust Assets except as
      herein expressly provided.  No widower, widow, heir, or devisee
      of any Person who may be a Beneficiary shall have any right of dower,
      homestead, or inheritance, or of partition, or of any other right,
      statutory or otherwise, in any property forming a part of Trust Assets but
      the whole title to the Trust Assets shall be vested in the Managing
      Trustee and the sole interest of the applicable Beneficiaries shall be the
      rights and benefits given to such Persons under this
      Agreement.

            


    

     

    
      	
              3.3

            	
              No Transfer of Interests of
      Beneficiaries.  No Beneficial Interest may be transferred
      by any Beneficiary in person or by a duly authorized agent or attorney, or
      by the properly appointed legal representatives of the
      Beneficiary.  No Beneficiary has authority or power to sell,
      assign, transfer, encumber, or in any other manner dispose of his
      Beneficial Interest; provided, however, that the Beneficial Interest shall
      be assignable or transferable by will, intestate succession, or operation
      of law; further provided that a Beneficiary shall be allowed to assign or
      transfer a Beneficial Interest held by a tax-qualified employee retirement
      plan or account (including a regular IRA, a Keogh plan or a 401(k) plan)
      to the plan participant or account owner (or their beneficiaries), but
      only if and to the extent that (x) a distribution from the plan or account
      is required to be made in order to satisfy the required minimum
      distribution (“RMD”) provisions applicable to such plan or account, and
      (y) such RMD requirements cannot be satisfied by distributing other assets
      from such plan or account, or from other accounts of such account owner;
      and further provided, that the executor or administrator of the estate of
      a Beneficiary may mortgage, pledge, grant a security interest in,
      hypothecate or otherwise encumber, the Beneficial Interest held by the
      estate of such Beneficiary if necessary in order to borrow money to pay
      estate, succession or inheritance taxes or the expenses of administering
      the estate of the Beneficiary, upon written notice to and upon written
      consent of the Managing Trustee, which consent may be withheld in the
      Managing Trustee’s sole discretion.

            


    

     

    Except as
may be otherwise required by law, the Beneficial Interests of the Beneficiaries
hereunder shall not be subject to attachment, execution, sequestration or any
order of a court, nor shall such Beneficial Interests be subject to the
contracts, debts, obligations, engagements or liabilities of any Beneficiary,
but the Beneficial Interest of a Beneficiary shall be paid by the Managing
Trustee to the Beneficiary free and clear of all assignments, attachments,
anticipations, levies, executions, decrees and sequestrations and shall become
the property of the Beneficiary only when actually received by such
Beneficiary.

     

    
      	
              3.4

            	
              Managing Trustee as
      Beneficiary.  The Managing Trustee, either individually
      or in a representative or fiduciary capacity, may be a Beneficiary to the
      same extent as if it were not a Managing Trustee hereunder and shall have
      all the rights of a Beneficiary, including, without limitation, the right
      to vote and to receive distributions, to the same extent as if it were not
      the Managing Trustee hereunder.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IV

    DURATION
AND TERMINATION OF TRUST

     

    
      	
              4.1

            	
              Duration.  The
      existence of this Trust shall terminate upon the earliest of (i) a
      termination required by the applicable laws of the State of Delaware,
      (ii) the termination due to the distribution of all Trust Assets as
      provided in Section 5.5, or (iii) February 16, 2014, provided,
      however, that the Managing Trustee, in its discretion, may extend the
      existence of this Trust to such later date as it may designate, if it
      determines that an extension is reasonably necessary to wind up the
      affairs of this Trust and, if necessary, has requested and obtained
      additional no-action assurances from the staff of the U.S. Securities and
      Exchange Commission (the “Commission”) regarding relief from registration
      and reporting requirements under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”) prior to any such extension.  Upon
      winding up the affairs of the Trust the Managing Trustee shall provide the
      Resident Trustee written confirmation of the dissolution and the
      completion of winding up of the Trust and shall authorize and direct the
      Resident Trustee to execute and file in the office of the Secretary of
      State a certificate of cancellation in accordance with the Delaware
      Statutory Trust Act.

            


    

     

    
      	
              4.2

            	
              Other Obligations of the
      Managing Trustee upon Termination.  Upon distribution of
      all the Trust Assets, the Managing Trustee shall pay or make reasonable
      provision to pay all claims and obligations, including all contingent,
      conditional or unmatured claims and obligations, known to the Trust, but
      for which the identity of the claimant is unknown and not known to the
      Trust, but based on the facts known to the Trust, are likely to arise or
      to become known to the Trust within 10 years after the date of
      dissolution.  Except as otherwise specifically provided herein,
      upon the distribution of all Trust Assets in the Trust, the Managing
      Trustee shall have no further duties or obligations
    hereunder.

            


    

     

    ARTICLE
V

    ADMINISTRATION
OF TRUST ASSETS

     

    
      	
              5.1

            	
              Sale of Trust
      Assets.  The Managing Trustee is hereby authorized and
      directed, at such times as it may deem appropriate, to transfer, assign,
      or otherwise dispose of all or any part of the Trust Assets as it deems
      appropriate at public auction or at private sale for cash, securities or
      other property, or upon credit (either secured or unsecured as the
      Managing Trustee shall determine, in its sole
  discretion).

            


    

     

    
      	
              5.2

            	
              Authorized
      Activities.  The Trust and the Managing Trustee are
      hereby authorized to continue and engage in the conduct of any trade or
      business on behalf of the Trust or the Beneficiaries and all of the terms
      and conditions hereof shall be construed
  accordingly.

            


    

     

    
      	
              5.3

            	
              Payment of Claims, Expenses and
      Liabilities.  Provided the Managing Trustee has been
      advised in writing with respect to such claims, expenses, charges,
      liabilities and obligations, the Managing Trustee shall pay from the Trust
      Assets all claims, expenses, charges, liabilities, and obligations of the
      Trust Assets and all Liabilities relating to the Trust Assets and
      obligations which the Managing Trustee specifically assumes and agrees to
      pay pursuant to this Agreement and such transferee liabilities which the
      Managing Trustee may be obligated to pay as transferee of the Trust
      Assets, including, without limitation, interest, penalties, taxes,
      assessments, and public charges of every kind and nature and the costs,
      charges, and expenses connected with or growing out of the execution or
      administration of this Trust and such other payments and disbursements as
      are provided in this Agreement or which may be determined to be a proper
      charge against the Trust Assets by the Managing
  Trustee.

            


    

     

    
      	
              5.4

            	
              Interim
      Distributions.  Subject to Section 5.5 below with respect
      to a final distribution, at such times as may be determined by it in its
      sole discretion, the Managing Trustee shall distribute, or cause to be
      distributed, to the Beneficiaries such cash or other property comprising a
      portion of the Trust Assets as the Managing Trustee may, in its sole
      discretion, determine may be distributed without detriment to the
      conservation and protection of the Trust Assets in the Trust, as
      follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              First,
      to the Beneficiaries on a per Trust Unit basis until each of such
      Beneficiaries has received distributions of Net Cash From Operations equal
      to eight percent (8%) per annum of his Net Capital Contribution,
      commencing on the date such Beneficiary (or predecessor in interest) first
      contributed capital to the Partnership, and assuming for purposes of this
      clause that distributions of Net Cash From Operations include prior
      distributions of “Net Cash From
      Operations” as defined under,
      and made pursuant to, the Partnership Agreement, that all
      distributions by the Partnership to the General Partners were paid to the
      Managing Trustee, that all distributions by the Partnership to the Limited
      Partners were paid to the Beneficiaries, and that during any period prior
      to the Effective Date, each Beneficiary’s Net Capital Contribution was his
      or her “Net Capital Contribution” as defined under the Partnership
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Then
      to the Beneficiaries on a per Trust Unit basis until each Beneficiary has
      received or has been deemed to have received one hundred percent (100%) of
      his Net Capital Contribution; and

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              Thereafter,
      eighty-five percent (85%) to the Beneficiaries on a per Trust Unit basis,
      and fifteen percent (15%) to the Managing
  Trustee.

            


    

     

    Notwithstanding
the foregoing, assuming for purposes of this paragraph that all distributions by
the Partnership to the General Partners were paid to the Managing Trustee, and
that all distributions by the Partnership to the Limited Partners were paid to
the Beneficiaries, in no event will the Managing Trustee be allocated or receive
distributions under the Partnership Agreement and this Agreement if such
distributions would not be permitted to be paid to the Managing Trustee pursuant
to the NASAA Guidelines, as defined herein. It is the intent of the foregoing
proviso that the Managing Trustee receives no more of the Net Cash From
Operations, Non-Liquidating Net Sale Proceeds or Liquidating Distributions than
is allowed pursuant to Article IV, Section E.2. of the NASAA Guidelines, and in
the event the allocations pursuant to this Article V would otherwise result in
the Managing Trustee receiving any such excess distributions, such excess
distributions otherwise distributable to the Managing Trustee will instead be
reallocated in favor of and distributed to the Beneficiaries on a per Trust Unit
basis, and if sufficient funds are not available for such reallocation to the
Beneficiaries, the Managing Trustee will refund the amount of the excess
distribution to the Trust for reallocation in favor of and distribution to the
Beneficiaries on a per Trust Unit basis.

     

    
      	
              5.5

            	
              Final
      Distribution.  If the Managing Trustee determines that
      (a) all of the real properties of the Trust have been sold, with the
      proceeds from such sales and any amounts held in reserve for such
      properties distributed pursuant to Section 5.4, and the Liabilities and
      all other claims, expenses, charges, liabilities and obligations of the
      Trust have been paid or discharged, or (b) if the existence of the Trust
      shall terminate pursuant to Section 4.1 hereof and not have been extended
      pursuant to such Section 4.1, then in the event of (a) or (b) above
      Managing Trustee shall, consistent with the conservation and protection of
      the Trust Assets, expeditiously distribute the Trust Assets to the
      Beneficiaries pro rata according to the number of Trust Units held by each
      Beneficiary in the Trust based on the List submitted to the Managing
      Trustee by the Partnership pursuant to Section 3.1 above, as such List may
      be amended. The Managing Trustee shall hold in the Trust and thereafter
      make disposition of all liquidating distributions and other payments due
      any Beneficiaries who have not been located subject to applicable state
      laws regarding escheat and abandoned property.  It is understood
      that the Managing Trustee and the Beneficiary’s bank in any funds transfer
      may rely solely upon any account numbers or similar identifying number
      provided by the parties hereto to identify (i) the Beneficiary,
      (ii) the Beneficiary’s bank, or (iii) an intermediary
      bank.  The Managing Trustee may apply any of the Trust Assets
      for any payment order it executes using any such identifying number, even
      where its use may result in a person other than the Beneficiary being
      paid, or the transfer of funds to a bank other than the Beneficiary’s
      bank, or an intermediary bank
designated.

            


    

     

    
      	
              5.5

            	
              Reports to Beneficiaries and
      Others.  As soon as practicable after the end of each
      taxable year of the Trust on a timeline as though the Trust were a
      non-accelerated filer thereunder, the Managing Trustee shall file an
      annual report under cover of Form 10-K with the Commission showing the
      assets and liabilities of the Trust at the end of each calendar year and
      the receipts and disbursements of the Managing Trustee with respect to the
      Trust for such period covered by the report.  The annual report
      will also describe the changes in the assets of the Trust and the actions
      taken by the Managing Trustee during such period covered by the
      report.  The financial statements contained with in such annual
      report need not be audited but will be prepared on a liquidation basis in
      accordance with generally accepted accounting principles  The
      Managing Trustee will also file periodic reports under cover of Form 8-K
      with the Commission whenever an event occurs for which a Form 8-K would
      have been required to be filed for the Trust or whenever, in the opinion
      of the Managing Trustee, any other material event relating to the Trust or
      its assets has occurred.  The taxable year of the Trust shall
      end on December 31 of each year unless the Managing Trustee deems it
      advisable to establish some other date as the date on which the taxable
      year of the Trust shall end.

            


    

     

    
      	
              5.6

            	
              Federal Income Tax
      Information.  Within seventy-five (75) days after the end
      of each fiscal year (in the event of a calendar taxable year of the Trust,
      or within one hundred twenty (120) days thereafter in the even the Trust
      has changed to a non-calendar taxable year), the Managing Trustee shall
      direct its agent to mail to each Person who was a Beneficiary at the close
      of the year, a schedule K-1 stating the Beneficiary’s share of taxable
      income and tax deductions.  In addition, after receipt of a good
      faith written request, or in its discretion without such request or if
      required by applicable law, such agent (or if it cannot, the Managing
      Trustee) shall furnish to any Person who has been a Beneficiary at any
      time during the preceding year a statement containing such further
      information as is reasonably available to the agent or Managing Trustee,
      respectively, which shall be helpful in determining the amount of taxable
      income which such Person should include in such Person’s federal income
      tax return for such preceding taxable
year.

            


    

     

    
      	
              5.7

            	
              Employment of
      Manager.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Managing Trustee shall conduct the affairs of the Trust, devoting such
      time thereto as it, in its sole discretion, shall determine to be
      necessary to manage Trust affairs in an efficient manner.  The
      Managing Trustee shall have the power to appoint, employ or contract with
      any Person or Persons as the Managing Trustee may deem necessary or proper
      for the transaction of the activities of the Trust, including the
      Manager.  The Managing Trustee may grant or delegate such
      authority to the Manager as the Managing Trustee may in its sole
      discretion deem necessary or desirable to carry out the purpose of the
      Trust without regard to whether such authority is normally granted or
      delegated by trustees.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      Manager or other Persons shall not be required to administer the Trust as
      its sole and exclusive function and may have other business interests and
      may engage in other activities similar or in addition to those relating to
      the Trust, including the rendering of advice or services of any kind to
      investors or any other Persons and the management of other
      investments.

            


    

     

    ARTICLE
VI

    MANAGING
TRUSTEE

     

    
      	
              6.1

            	
              General Powers of the Managing
      Trustee.  The Managing Trustee shall have the power to
      enter into or engage in any trade or business on behalf of the Trust and
      the Beneficiaries, and may use, hold, or dispose of any Trust Asset in the
      furtherance of such trade or business, including the power to make
      additional investments (to the extent of available cash) in debt or equity
      securities.

            


    

     

    
      	
              6.2

            	
              Specific Powers of the Managing
      Trustee.  In addition to the provisions of Section 6.1,
      the Managing Trustee shall have the following specific powers in addition
      to any powers conferred upon it by any other Section or provision of this
      Agreement or any statutory laws of the State of Delaware; provided,
      however, that the enumeration of the following powers shall not be
      considered in any way to limit or control the power of the Managing
      Trustee to act as specifically authorized by any other Section or
      provision of this Agreement and to act in such a manner as the Managing
      Trustee may deem necessary or appropriate to conserve and protect any
      Trust Assets or to confer on the Beneficiaries the benefits intended to be
      conferred upon them by this
Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              To
      determine the nature and amount of the consideration to be received with
      respect to the sale or other disposition of, or the grant of interests in,
      any Trust Assets.

            


    

     

    
      	
               
      

            	
              (b)

            	
              To
      collect, liquidate or otherwise convert into cash, or such other property
      as the Managing Trustee deems appropriate, all property, assets and rights
      in any Trust Assets, and to pay, discharge and satisfy all other claims,
      expenses, charges, liabilities, and obligations existing with respect to
      any Trust Assets, the Trust or the Managing
  Trustee.

            


    

     

    
      	
               
      

            	
              (c)

            	
              To
      elect, appoint, engage, retain or employ any Persons as agents,
      representatives, employees, or independent contractors (including, without
      limitation, real estate advisors, investment advisors, accountants,
      transfer agents, custodians, attorneys-at-law, managers, appraisers,
      brokers, or otherwise) in one or more capacities, and to pay compensation
      from the Trust Assets for services in as many capacities as such Person
      may be so elected, appointed, engaged, retained or employed, to prescribe
      the titles, powers and duties, terms of service and other terms and
      conditions of the election, appointment, engagement, retention or
      employment of such Persons and, except as prohibited by law, to delegate
      any of the powers and duties of the Managing Trustee to any one or more
      Trustees, agents, representatives, employers, independent contractors or
      other Persons.

            


    

     

    
      	
               
      

            	
              (d)

            	
              To
      retain and set aside such funds out of the Trust as the Managing Trustee
      shall deem necessary or expedient to pay, or provide for the payment of
      (i) unpaid claims, expenses, charges, liabilities, and obligations of
      the Trust or the Partnership, except to the extent that liabilities for
      which the Partnership has previously reserved Cash Reserves are satisfied
      with funds from said Cash Reserves; (ii) contingencies; and
      (iii) the expenses of administering the Trust
  Assets.

            


    

     

    
      	
               
      

            	
              (e)

            	
              To
      do and perform any and all acts necessary or appropriate for the
      conservation and protection of the Trust Assets, including acts or things
      necessary or appropriate to maintain Trust Assets held by the Managing
      Trustee pending sale or other disposition thereof or distribution thereof
      to the Beneficiaries.

            


    

     

    
      	
               
      

            	
              (f)

            	
              To
      hold legal title to property of the Trust in the name of the Trust, or in
      the name of the Managing Trustee, or of any other Person, without
      disclosure of the interest of the Trust
therein.

            


    

     

    
      	
               
      

            	
              (g)

            	
              To
      cause any investments of any part of the Trust Assets to be registered and
      held in the name of any one or more of its names or in the names of a
      nominee or nominees without increase or decrease of liability with respect
      thereto.

            


    

     

    
      	
               
      

            	
              (h)

            	
              To
      institute or defend actions or declaratory judgments or other actions and
      to take such other action, in the name of the Trust or the Partnership or
      as otherwise required, as the Managing Trustee may deem necessary or
      desirable to enforce any instruments, contracts, agreements, causes of
      action, claims or rights relating to or forming a part of the Trust
      Assets.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              To
      determine conclusively from time to time the value of and to revalue the
      securities and other property of the Trust, in accordance with independent
      appraisals or other information as it deems necessary or
      appropriate.

            


    

     

    
      	
               
      

            	
              (j)

            	
              To
      cancel, terminate, or amend any instruments, contracts, agreements,
      obligations or causes of action relating to or forming a part of any Trust
      Assets, and to execute new instruments, contracts, agreements, obligations
      or causes of action notwithstanding that the terms of any such
      instruments, contracts, agreements, obligations or causes of action may
      extend beyond the terms of this
Trust.

            


    

     

    
      	
               
      

            	
              (k)

            	
              To
      vote by proxy or otherwise on behalf of the Beneficiaries and with full
      power of substitution all shares of stock and all securities held by the
      Managing Trustee hereunder and to exercise every power, election,
      discretion, option and subscription right and give every notice, make
      every demand, and to do every act or thing in respect to any shares of
      stock or any securities held by the Managing Trustee which the Managing
      Trustee might or could do if the Managing Trustee was the absolute owner
      thereof.

            


    

     

    
      	
               
      

            	
              (l)

            	
              To
      undertake or join in any merger, plan of reorganization, consolidation,
      liquidation, dissolution, readjustment or other transaction of any
      corporation, any of whose shares of stock or other securities,
      obligations, or properties may at any time constitute a part of any Trust
      Assets, and to accept the substituted shares of stock, bonds, securities,
      obligations and properties and to hold the same in trust in accordance
      with the provisions hereof.

            


    

     

    
      	
               
      

            	
              (m)

            	
              In
      connection with the sale or other disposition or distribution of any
      securities held by the Managing Trustee, to comply with the applicable
      federal and state securities laws, and to enter into agreements relating
      to the sale or other disposition or distribution
  thereof.

            


    

     

    
      	
               
      

            	
              (n)

            	
              To
      authorize transactions between corporations or other entities whose
      securities, or other interests therein (either in the nature of debt or
      equity) are held by the Managing Trustee as part of any Trust
      Assets.

            


    

     

    
      	
               
      

            	
              (o)

            	
              To
      terminate and dissolve any entities owned by the
  Trust.

            


    

     

    
      	
               
      

            	
              (p)

            	
              To
      have a judicial settlement of its account of the Trust at any time to the
      extent it determines necessary or
advisable.

            


    

     

    
      	
               
      

            	
              (q)

            	
              To
      perform any act authorized, permitted, or required under any instrument,
      contract, agreement, right, obligation or cause of action relating to or
      forming a part of any Trust Assets whether in the nature of an approval,
      consent, demand or notice thereunder or otherwise, unless such act would
      require the consent of the Beneficiaries in accordance with the express
      provisions of this Agreement.

            


    

     

    
      	
              6.3

            	
              Property Management
      Services.  The Managing Trustee shall cause the Trust to
      employ a property management company (which may be an Affiliate of the
      Managing Trustee) to perform professional property management and leasing
      services for the Trust. In the event the property management company is an
      Affiliate of the Managing Trustee, the compensation payable to such
      Affiliate shall be equal to the lesser of (a) fees which are competitive
      for similar services in the same geographic area, or (b) four percent (4%)
      of Gross Revenues of the properties managed. In the case of industrial and
      commercial properties which are leased on a long-term (ten or more years)
      net lease basis, the maximum property management fee from such leases
      shall be one percent (1%) of Gross Revenues, except for a one time initial
      leasing fee of three percent (3%) of Gross Revenues on each lease payable
      over the first five full years of the original term of the lease. As used
      herein, the term “net lease” shall mean a lease which requires the tenant
      to coordinate and pay directly all real estate taxes, sales and use taxes,
      utilities, insurance and other operating expenses relating to the leased
      property. Included within such fees should be bookkeeping services and
      fees paid to non-related Persons for property management services. In
      addition, the Trust will also pay 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 by others rendering similar services in
      the same geographic area except to the extent such compensation is
      specifically included in the foregoing property management
      fees.

            


    

     

    The Trust
may also pay to non-affiliated third party leasing agents leasing fees for
procuring tenants and negotiating the terms of tenant leases. In no event may
the aggregate of all property management and leasing fees paid to Affiliates of
the Managing Trustee exceed six percent (6%) of Gross Revenues. The foregoing
limitation will include all leasing, re-leasing and leasing related services
provided, however, that such limitation is not intended to preclude the charging
of a separate competitive fee for the one-time initial rent-up or leasing-up of
a newly constructed property or total rehabilitation of a property if such
service is not included in the Purchase Price of the Trust Asset.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              6.4

            	
              Asset Management
      Fee.  The Managing Trustee and its Affiliates shall
      perform asset management services in connection with the operation and
      holding of the Trust Assets, which will
include:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Analysis
      and management of utilization of Trust Assets and financial performance of
      Trust Assets;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Analysis
      of the maximization of return with respect to Trust Assets and advice as
      to the timing of disposition and terms and conditions of disposition of
      such assets;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Daily
      management of Trust Assets, including entering into leases of real
      property and service contracts, and, to the extent necessary, performing
      all other operational functions for the maintenance and administration of
      such assets;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Investigate,
      select and, on behalf of the Trust, engage and conduct business with such
      Persons as the Managing Trustee and its Affiliates deems necessary to the
      proper performance of its obligations hereunder, including but not limited
      to consultants, accountants, correspondents, lenders, technical advisors,
      attorneys, brokers, underwriters, corporate fiduciaries, escrow agents,
      depositaries, custodians, agents for collection, insurers, insurance
      agents, banks, builders, developers, property owners, mortgagors, property
      management companies, transfer agents and any and all agents for any of
      the foregoing, including Affiliates, and Persons acting in any other
      capacity deemed by the Managing Trustee and its Affiliates necessary or
      desirable for the performance of any of the foregoing services, including
      but not limited to entering into contracts in the name of the Trust with
      any of the foregoing; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              Provide
      the Trust with all necessary cash management
  services.

            


    

     

    In
consideration for such services, the Managing Trustee or its Affiliates shall be
paid an annual Asset Management Fee of not more than one-half percent (.5%) of
the Aggregate Asset Value, provided, however, that such Asset Management Fee
shall be reduced to the extent that the sum of such amount plus the amount of
interim distributions of Net Cash From Operations and Non-Liquidating Net Sale
Proceeds, if any, made by the Trust from cash available for distribution
pursuant to Section 5.4 hereof for any year, exceeds the sum of three-quarters
percent (.75%) of the amount by which the fair market value of the Trust’s real
properties plus any working capital reserves, as determined by the Managing
Trustee in good faith, exceeds the outstanding debt secured by the Trust’s
properties, if any.

     

    The fee
will be payable on the tenth day of each month in an amount equal to one-twelfth
of one-half percent (1/12th of .5%) of Aggregate Assets Value as of the last day
of the immediately preceding month. Accrued but unpaid Asset Management Fees for
any period shall be deferred without interest and shall be payable in subsequent
periods from any funds available to the Trust after payment of all other costs
and expenses of the Trust, including any reserves then determined by the
Managing Trustee to no longer be necessary to be retained by the Trust or from
Non-Liquidating Net Sale Proceeds or Liquidating Distributions. In addition to
such fees, the Trust shall bear the expenses of any independent appraisers,
market analysts or other Persons not affiliated with the Managing Trustee who
may be engaged by the Managing Trustee to evaluate the assets of the Trust for
purposes of the foregoing.

     

    Asset
Management Fees may be accrued without interest when funds are not available for
their payment. Any accrued Asset Management Fees may be paid from the next
available cash flow or net proceeds from sale or refinancing of properties. No
Asset Management Fees may be paid from the Trust’s reserves. If a Managing
Trustee is terminated and is entitled to compensation from the Trust, as
provided for herein and as governed by Section II.F of the NASAA Guidelines, the
Managing Trustee shall be paid Asset Management Fees through the date of such
termination.

     

    
      	
              6.5

            	
              Insurance
      Services.  The Managing Trustee or any of its Affiliates
      may provide insurance brokerage services in connection with obtaining
      insurance on the Trust Assets so long as the cost of providing such
      service, including the cost of the insurance, is no greater than the
      lowest quote obtained from two unaffiliated insurance agencies and the
      coverage and terms are likewise comparable. In no event may such services
      be provided by the Managing Trustee or any of its Affiliates unless they
      are independently engaged in the business of providing such services to
      Persons other than Affiliates and at least seventy-five percent (75%) of
      their insurance brokerage service gross revenue is derived from Persons
      other than Affiliates.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              6.6

            	
              Real Estate Commissions on
      Resale of Properties.  The Managing Trustee and its
      Affiliates may perform real estate brokerage services for the Trust in
      connection with the sale of property by the Trust; provided that the
      compensation therefor to the Managing Trustee or its Affiliates in
      connection with the sale of a particular property shall not exceed the
      lesser of (a) fifty percent (50%) of the reasonable, customary and
      competitive real estate brokerage commission normally and customarily paid
      for the sale of a comparable property in light of the size, type and
      location of the property, or (b) three percent (3%) of the gross sales
      price of the property; and provided, further, that payments of said
      compensation shall be deferred and made only after, assuming for purposes
      of this paragraph that all distributions by the Partnership to the General
      Partners were paid to the Managing Trustee, and that all distributions by
      the Partnership to the Limited Partners were paid to the Beneficiaries,
      the Partnership and the Trust have distributed to each Beneficiary or his
      Assignee from Non-Liquidating Net Sale Proceeds or Liquidating
      Distributions, as the case may be, an aggregate amount in cash which is
      equal to one hundred percent (100%) of his Capital Contribution (less all
      amounts, if any, theretofore distributed as a return of unused capital
      pursuant to Section 8.10 of the Partnership Agreement), and has
      distributed to each Beneficiary or Assignee from all sources an additional
      amount equal to an eight percent (8%) per annum cumulative (but not
      compounded) return on his Net Capital Contribution, calculated from the
      date of his admission into the Partnership; and provided, further, that
      the Managing Trustee and its Affiliates may receive such real estate
      commission only if they provide substantial services in connection with
      the sales effort. The aggregate real estate commission paid to all parties
      involved in the sale of a Trust Asset shall not exceed the lesser of: (a)
      the reasonable, customary and competitive real estate brokerage commission
      normally and customarily paid for the sale of a comparable property in
      light of the size, type and location of the property, or (b) six percent
      (6%) of the gross sales price of such property. Notwithstanding the
      foregoing, neither the Managing Trustee nor any of its Affiliates shall be
      granted an exclusive right to sell or exclusive employment to sell any
      property on behalf of the Trust.

            


    

     

    
      	
              6.7

            	
              Rebates, Give-ups and
      Reciprocal Arrangements.  No rebates or give-ups may be
      received by the Managing Trustee or its Affiliates nor may the Managing
      Trustee or its Affiliates participate in any reciprocal business
      arrangements which would circumvent the provisions of this
      Agreement.

            


    

     

    
      	
              6.8

            	
              Other
      Compensation.  Other than as specifically provided in
      this Agreement, neither the Managing Trustee nor its Affiliates shall be
      compensated for services rendered to the Trust. The Managing Trustee and
      its Affiliates cannot receive any fees or other compensation from the
      Trust except as specifically provided for in this Agreement except as
      permitted by the NASAA Guidelines.

            


    

     

    ARTICLE
VII

    RESIDENT
TRUSTEE

     

    
      	
              7.1

            	
              Generally.  The
      Resident Trustee is appointed to serve as the trustee of the Trust in the
      State of Delaware for the purpose of satisfying the requirement of Section
      3807(a) of the Delaware Statutory Trust Act that the Trust have at least
      one trustee with a principal place of business in Delaware. It is
      understood and agreed by the parties hereto that the Resident Trustee
      shall have none of the duties or liabilities of the Managing Trustee or
      the Trust and no such duties shall be implied. The duties of the Resident
      Trustee shall be limited to (i) accepting legal process served on the
      Trust in the State of Delaware, (ii) the execution of any certificates
      required to be filed with the Secretary of State of the State of Delaware
      which the Resident Trustee is required to execute under Section 3811 of
      the Delaware Statutory Trust Act, and (iii) any other duties specifically
      allocated to the Resident Trustee in the Trust Agreement or under Delaware
      law. The Resident Trustee shall provide prompt notice to the Managing
      Trustee of its performance of any such acts.  To the extent
      that, at law or in equity, the Resident Trustee has duties (including
      fiduciary duties) and liabilities relating thereto to the Trust or the
      Beneficiary, it is hereby understood and agreed by the other parties
      hereto that such duties and liabilities are replaced by the duties and
      liabilities of the Resident Trustee expressly set forth in this Agreement
      to the extent permitted by law.

            


    

     

    The
Resident Trust shall not be entitled to exercise any powers of the Managing
Trustee.  The Resident Trustee shall not be liable for the acts or
omissions of the Managing Trustee, nor shall the Resident Trustee be liable for
supervising or monitoring the performance and the duties and obligations of the
Managing Trustee or the Trust under this Agreement.  The Resident
Trustee shall not be personally liable under any circumstances, except for its
own willful misconduct, bad faith or gross negligence.  In particular,
but not by way of limitation:

     

    
      	
               
      

            	
              (i)

            	
              the
      Resident Trustee shall not be personally liable for any error of judgment
      made in good faith, except to the extent such error of judgment
      constitutes gross negligence on its
part;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              no
      provision of this Agreement shall require the Resident Trustee to expend
      or risk its personal funds or otherwise incur any financial liability in
      the performance of its rights or powers hereunder, if the Resident Trustee
      shall have reasonable grounds for believing that the payment of such funds
      or adequate indemnity against such risk or liability is not reasonably
      assured or provided to it;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              under
      no circumstances shall the Resident Trustee be personally liable for any
      representation, warranty, covenant, agreement, or indebtedness of the
      Trust;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Resident Trustee shall not be personally responsible for or in respect of
      the validity or sufficiency of this Agreement or for the due execution
      hereof by the Managing Trustee;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (v)

            	
              the
      Resident Trustee shall incur no liability to anyone in acting upon any
      signature, instrument, notice, resolution, request, consent, order,
      certificate, report, opinion, bond or other document or paper reasonably
      believed by it to be genuine and reasonably believed by it to be signed by
      the proper party or parties.  The Resident Trustee may accept a
      certified copy of a resolution of the board of directors or other
      governing body of any corporate party as conclusive evidence that such
      resolution has been duly adopted by such body and that the same is in full
      force and effect.  As to any fact or matter the manner of
      ascertainment of which is not specifically prescribed herein, the Resident
      Trustee may for all purposes hereof rely on a certificate, signed by the
      Managing Trustee, as to such fact or matter, and such certificate shall
      constitute full protection to the Resident Trustee for any action taken or
      omitted to be taken by it in good faith in reliance
    thereon;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              in
      the exercise or administration of the trust hereunder, the Resident
      Trustee (a) may act directly or through agents or attorneys pursuant to
      agreements entered into with any of them, and the Resident Trustee shall
      not be liable for the default or misconduct of such agents or attorneys if
      such agents or attorneys shall have been selected by the Resident Trustee
      in good faith and with due care and (b) may consult with counsel,
      accountants and other skilled persons to be selected by it in good faith
      and with due care and employed by it, and it shall not be liable for
      anything done, suffered or omitted in good faith by it in accordance with
      the advice or opinion of any such counsel, accountants or other skilled
      persons; and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              except
      as expressly provided in this Section, in accepting and performing the
      trust hereby created the Resident Trustee acts solely as Resident Trustee
      hereunder and not in its individual capacity, and all persons having any
      claim against the Resident Trustee by reason of the transactions
      contemplated by this Agreement or the Trust Agreement shall look only to
      the Trust's property for payment or satisfaction
  thereof.

            


    

     

    
      	
              7.2

            	
              Compensation.  The
      Resident Trustee (or any successor Resident Trustee) shall be entitled to
      receive compensation from the Managing Trustee or from the Trust for its
      services in accordance with such schedules as shall have been separately
      agreed to from time to time by the Resident Trustee and the
      Trustee.  The Resident Trustee may consult with counsel (who may
      be counsel for the Managing Trustee, for the Trust or for the Resident
      Trustee).  The reasonable legal fees incurred in connection with
      such consultation shall be reimbursed to the Resident Trustee pursuant to
      this Section, provided that no such fees shall be payable to the extent
      that they are incurred as a result of the Resident Trustee's gross
      negligence, bad faith or willful
misconduct.

            


    

     

    
      	
              7.3

            	
              Miscellaneous.  The
      Resident Trustee shall serve for the duration of the Trust and until the
      earlier of (i) the effective date of the Resident Trustee's resignation,
      or (ii) the effective date of the removal of the Resident
      Trustee.  The Resident Trustee may resign at any time by giving
      thirty (30) days written notice to the Managing Trustee; provided,
      however, said resignation shall not be effective until such time as a
      successor Resident Trustee has accepted such appointment.  The
      Resident Trustee may be removed at any time by the Managing Trustee by
      providing thirty (30) days written notice to the Resident Trustee;
      provided, however, such removal shall not be effective until such time as
      a successor Resident Trustee has accepted such
      appointment.  Upon the resignation or removal of the Resident
      Trustee, the Managing Trustee shall appoint a successor Resident
      Trustee.  If no successor Resident Trustee shall have been
      appointed and shall have accepted such appointment within forty five (45)
      days after the giving of such notice of resignation or removal, the
      Resident Trustee may petition any court of competent jurisdiction for the
      appointment of a successor Resident Trustee.  Any successor
      Resident Trustee appointed pursuant to this Section shall be eligible to
      act in such capacity in accordance with this Agreement and, following
      compliance with this Section, shall become fully vested with the rights,
      powers, duties and obligations of its predecessor under this Agreement,
      with like effect as if originally named as Resident Trustee. Any such
      successor Resident Trustee shall notify the Resident Trustee of its
      appointment by providing a written instrument to the Resident
      Trustee.  At such time the Resident Trustee shall be discharged
      of its duties herein.

            


    

     

    The
Resident Trustee or any officer, affiliate, director, employee, or agent of the
Resident Trustee each an "Indemnified Person") shall be entitled to
indemnification from the Trust, to the fullest extent permitted by law, from and
against any and all losses, claims, taxes, damages, reasonable expenses, and
liabilities (including liabilities under state or federal securities laws) of
any kind and nature whatsoever (collectively, "Expenses"), to the extent that
such Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the creation, operation or termination of
the Trust, the execution, delivery or performance of this Agreement or the
transactions contemplated hereby; provided, however, that the Trust shall not be
required to indemnify any Indemnified Person for any Expenses which are a result
of the willful misconduct, bad faith or gross negligence of such Indemnified
Person.  The obligations of the Trust to indemnify the Indemnified
Persons as provided herein shall survive the termination of this
Agreement.

     

    The
Resident Trustee shall not be obligated to give any bond or other security for
the performance of any of its duties hereunder.

     

    ARTICLE
VIII

    CONCERNING
THE MANAGING TRUSTEE, BENEFICIARIES, EMPLOYEES AND AGENTS

     

    
      	
              8.1

            	
              Generally.  The
      Managing Trustee accepts and undertakes to discharge the Trust created by
      this Agreement, upon the terms and conditions thereof on behalf of the
      Beneficiaries.  The Managing Trustee shall exercise such rights
      and powers vested in it by this Agreement, and use the same degree of care
      and skill in its exercise as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs.  No provision
      of this Agreement shall be construed to relieve the Managing Trustee from
      liability for its own willful misconduct, knowingly and intentionally
      committed in bad faith, except
that:

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              No
      successor Managing Trustee shall be in any way responsible for the acts or
      omissions of the Managing Trustee in office prior to the date on which it
      became a Managing Trustee.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Managing Trustee shall not be liable for the performance of such duties
      and obligations as are specifically set forth in this Agreement except for
      its bad faith or willful misconduct, and no implied covenants or
      obligations shall be read into this Agreement against the Managing
      Trustee.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Managing Trustee may conclusively rely, as to the truth of the statements
      and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Managing Trustee and conforming
      to the requirements of this
Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Managing Trustee shall not be liable for any act which the Managing
      Trustee may do or omit to do hereunder, or for any mistake of fact or law,
      or for any error of judgment, or for the misconduct of any employee,
      agent, representative or attorney appointed by it, or for anything that it
      may do or refrain from doing in connection with this Agreement while
      acting in good faith; unless caused by or arising from gross negligence,
      willful misconduct, fraud or any other breach of fiduciary duty of the
      Trustee or any of its employees, agents, representatives or
      attorneys.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      duties and obligations of the Managing Trustee shall be limited to and
      determined solely by the express provisions of this Agreement, and no
      implied duties or obligations shall be read into this Agreement against
      the Managing Trustee.

            


    

     

    
      	
              8.2

            	
              Reliance by the Managing
      Trustee.  Except as otherwise provided in Section 7.1 of
      this Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Managing Trustee may rely and shall be protected in acting upon any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, or other paper or document believed by it to be
      genuine and to have been signed or presented by the proper party or
      parties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Managing Trustee may consult with legal counsel, auditors or other experts
      to be selected by it, including firms with which the Managing Trustee may
      be an Affiliate, and the advice or opinion of such counsel, accountants,
      auditors or other experts shall be full and complete protection to the
      Managing Trustee, the employees and the agents of the Managing Trustee in
      respect of any action taken or omitted or suffered by them in good faith
      and in reliance on, or in accordance with, such advice or
      opinion.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Persons
      dealing with the Managing Trustee shall look only to the Trust Assets to
      satisfy any liability incurred by the Managing Trustee to such Person in
      carrying out the terms of this Agreement, and the Managing Trustee shall
      have no personal obligation to satisfy any such
  liability.

            


    

     

    
      	
               
      

            	
              (d)

            	
              As
      far as practicable and except as expressly permitted above, the Managing
      Trustee shall cause any written instrument creating an obligation of the
      Trust to include a reference to this Agreement and to provide that neither
      the Beneficiaries, the Managing Trustee nor their agents shall be liable
      thereunder and that the other parties to such instrument shall look solely
      to the Trust Assets for the payment of any claim thereunder or the
      performance thereof; provided, however, that the omission of such
      provision from any such instrument shall not render the Beneficiaries, the
      Managing Trustee, or their agents liable, nor shall the Managing Trustee
      be liable to anyone for such
omission.

            


    

     

    
      	
              8.3

            	
              Limitation on Liability to
      Third Persons.  No Beneficiary shall be subject to any
      personal liability whatsoever, in tort, contract or otherwise, to any
      Person in connection with the Trust Assets or the affairs of the Trust;
      and neither the Managing Trustee nor any employee or agent of the Trust
      shall be subject to any personal liability whatsoever, in tort, contract
      or otherwise, to any Person in connection with any Trust Assets or the
      affairs of the Trust, except for such Person’s own willful misconduct,
      knowingly and intentionally committed in bad faith; and all such other
      Persons shall look solely to any Trust Assets for satisfaction of claims
      of any nature arising in connection with the affairs of the Trust. The
      Managing Trustee shall purchase and maintain insurance as it deems
      reasonably necessary for the protection of all Trust Assets, its
      Beneficiaries, the Trustee and its employees and agents in such amount as
      the Managing Trustee shall deem adequate to cover all foreseeable
      liability to the extent available at reasonable
  rates.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              8.4

            	
              Recitals.  Any
      written instrument creating an obligation of the Trust shall be
      conclusively taken to have been executed or done by the Managing Trustee,
      or the employee or agent of this Trust only in its capacity as Managing
      Trustee under this Agreement or in its capacity as employee or agent of
      the Trust.

            


    

     

    
      	
              8.5

            	
              Indemnification.  The
      Managing Trustee and each of its employees and agents, including the
      Manager, (each an “Indemnified Person” and collectively, the “Indemnified
      Persons”) shall be indemnified out of all Trust Assets against all
      liabilities and expenses, including amounts paid in satisfaction of
      judgments, in compromise or as fines and penalties, and all costs and
      expenses, including, but not limited to, reasonable counsel fees and
      disbursements paid or incurred in investigating or defending against any
      such claim, demand, action, suit or proceeding by the Indemnified Persons
      in connection with the defense or disposition of any action, suit or other
      proceeding by the Trust or any other Person, whether civil or criminal, in
      which the Indemnified Person may be involved or with which the Indemnified
      Person may be threatened while in office or thereafter, by reason of its
      or his being or having been such a Managing Trustee, employee or agent;
      provided, however, that the Indemnified Person shall not be entitled to
      such indemnification in respect of any matter as to which the Indemnified
      Person shall have been adjudicated to have acted in bad faith or with
      willful malfeasance or in reckless disregard of the Indemnified Person’s
      duties. The rights accruing to any Indemnified Person under these
      provisions shall not exclude any other right to which the Indemnified
      Person may be lawfully entitled.  The Managing Trustee shall
      make advance payments in connection with indemnification under this
      Section, provided that the Indemnified Person shall have given a written
      undertaking to repay any amount advanced to the Indemnified Person and to
      reimburse the Trust in the event it is subsequently determined in a final
      adjudication by a court of law that the Indemnified Person is not entitled
      to such indemnification.  The Managing Trustee may purchase such
      insurance as it believes, in the exercise of its discretion, adequately
      insures that each Indemnified Person shall be indemnified against any such
      loss, liability or damage pursuant to this Section.  The rights
      accruing to any Indemnified Person by reason of the foregoing shall not be
      deemed to exclude any other right to which he may legally be entitled nor
      shall anything else contained herein restrict the right of the Managing
      Trustee to indemnify or reimburse such Indemnified Person in any proper
      case even though not specifically provided for herein, nor shall anything
      contained herein restrict the right of any such Indemnified Person to
      contribution under applicable law.  As security for the timely
      and full payment and satisfaction of all of the present and future
      obligations of the parties to the Managing Trustee under this Agreement,
      including, without limitation, the indemnity obligations hereunder,
      whether joint or several, the Trust (and by accepting distributions
      hereunder, each Beneficiary) hereby grants to the Managing Trustee a
      continuing security interest in and to any and all of the Trust Assets,
      whether now existing or hereafter acquired or created, together with the
      products and proceeds thereof, all payments and other distributions with
      respect thereto, and any and all investments, renewals, substitutions,
      modifications and extensions of any and all of the foregoing. The Managing
      Trustee shall have all of the rights and remedies of a secured party under
      the Uniform Commercial Code.  In addition, in the event the
      Managing Trustee has not received any payment, indemnity, reimbursement or
      other amount due it under this Agreement, then, notwithstanding any other
      term or provision of this Agreement, the Managing Trustee may, in its
      discretion, set off and apply any of the Trust Assets as is required to
      pay and satisfy those obligations.  Promptly after the receipt
      by the Managing Trustee of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Managing Trustee
      shall, if a claim in respect thereof is to be made against any of the
      other parties hereto, notify such other parties thereof in writing; but
      the failure by the Managing Trustee to give such notice shall not relieve
      any party from any liability which such party may have to the Managing
      Trustee hereunder.  Notwithstanding any obligation to make
      payments and deliveries hereunder, the Managing Trustee may retain and
      hold for such time as it reasonably deems necessary such amount of the
      Trust Assets as it shall from time to time, in its sole discretion,
      reasonably deem sufficient to indemnify itself for any such loss or
      expense and for any amounts due it hereunder.  Except as
      required by law or as expressly provided herein, the Managing Trustee
      shall be under no duty to institute any suit, or to take any remedial
      procedures under this Agreement, or to enter any appearance or in any way
      defend any suit in which it may be made a defendant hereunder until it
      shall be indemnified as provided above, except as expressly set forth
      herein.

            


    

     

    
      	
              8.6

            	
              Rights of Managing Trustees,
      Employees, Independent Contractors and Agents to Own Trust Units or Other
      Property and to Engage in Other Business.  Any Managing
      Trustee, employee, independent contractor or agent, including the Manager,
      may own, hold and dispose of Trust Units for its individual account, and
      may exercise all rights thereof and thereunder to the same extent and in
      the same manner as if it were not a Managing Trustee, employee,
      independent contractor or agent.  Any Managing Trustee,
      employee, independent contractor or agent, including the Manager, may, in
      its personal capacity or in the capacity of trustee, manager, officer,
      director, shareholder, partner, member, advisor, employee of any Person or
      otherwise, have business interests and holdings similar to or in addition
      to those relating to the Trust.  Any Managing Trustee, employee,
      independent contractor or agent of the Trust, including the Manager, may
      be a trustee, manager, officer, director, shareholder, partner, member,
      advisor, employee or independent contractor of, or otherwise have a direct
      or indirect interest in, any Person who may be engaged to render advice or
      services to the Trust, and may receive compensation from such Person as
      well as compensation as Trustee, employee, independent contractor or
      agent, including as Manager, or otherwise hereunder so long as such
      interest is disclosed to the Managing Trustee. None of these activities in
      and of themselves shall be deemed to conflict with its duties as Managing
      Trustee, employee, independent contractor or agent, including as
      Manager.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IX

    PROTECTION
OF PERSONS DEALING WITH THE MANAGING TRUSTEE

     

    
      	
              9.1

            	
              Reliance on Statements by the
      Managing Trustee.  Any Person dealing with the Managing
      Trustee shall be fully protected in relying upon the Managing Trustee’s
      certificate or instrument signed by the Managing Trustee that it has
      authority to take any action under this
Trust.

            


    

     

    ARTICLE
X

    REIMBURSEMENT
TO THE MANAGING TRUSTEE

     

    
      	
              10.1

            	
              Expenses.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Sections 10.1(b) and 10.1(c) below, the Trust shall reimburse the
      Managing Trustee and its Affiliates for the actual cost to them of goods
      and materials used for or by the Trust and obtained from entities
      unaffiliated with the Managing
Trustee.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Except
      as provided below, all of the Trust’s expenses shall be billed directly to
      and paid by the Trust. The Managing Trustee may be reimbursed for the
      administrative services necessary to the prudent operation of the Trust;
      provided that the reimbursement shall be at the lower of the Managing
      Trustee’s actual cost or the amount the Trust would be required to pay to
      independent parties for comparable administrative services in the same
      geographic location. No payment or reimbursement will be made for services
      for which the Managing Trustee is entitled to compensation by way of a
      separate fee. Excluded from allowable reimbursements shall be: (i) rent or
      depreciation, utilities, capital equipment, other administrative items;
      and (ii) salaries, fringe benefits, travel expenses and other
      administrative items incurred by or allocated to any controlling Persons
      of the Managing Trustee or its Affiliates. A controlling Person, for
      purposes of this Section 10.1(b), shall be deemed to include, but not be
      limited to, any Person, whatever his title, who performs functions for the
      Managing Trustee similar to those of: (A) chairman or member of the Board
      of Directors; (B) executive management, including the President, Chief
      Operating Officer, Vice President, Executive Vice President or Senior Vice
      President, Corporate Secretary and Treasurer; (C) senior management, such
      as the Vice President of an operating division, who reports directly to
      executive management; or (D) those holding a five percent (5%) or more
      equity interest in Behringer Harvard Advisors I LP or a Person having the
      power to direct or cause the direction of the Managing Trustee, whether
      through the ownership of voting securities, by contract or otherwise. It
      is not intended that every person who carries a title such as vice
      president, secretary or treasurer be considered a controlling
      Person.  The annual report to Beneficiaries filed by the
      Managing Trustee shall include a breakdown of the costs reimbursed to the
      Managing Trustee pursuant to this
subsection.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Managing Trustee or its Affiliates shall pay, at no additional cost to the
      Trust (i) overhead expenses of the Managing Trustee and its Affiliates;
      (ii) expenses and salaries related to the performance of those services
      for which the Managing Trustee and its Affiliates are entitled to
      compensation by way of asset management and property management fees or
      real estate brokerage commissions related to the sale of Trust Assets
      (provided, however, that the foregoing shall in no way limit the payment
      or reimbursement of legal, travel, employee-related expenses and other
      out-of-pocket expenses which are directly related to a particular Trust
      Asset and not prohibited by Section 10.1(b) above); and (iii) all other
      administrative expenses which are unrelated to the affairs of the
      Trust.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Subject
      to the provisions of subsections (b) and (c) of this Section 10.1, the
      Trust shall bear all other expenses of the
  Trust.

            


    

     

    ARTICLE
XI

    THE
MANAGING TRUSTEE AND SUCCESSOR MANAGING TRUSTEE

     

    
      	
              11.1

            	
              Number and Qualification of
      Managing Trustees.  Subject to the provisions of Section
      11.3 of the Agreement relating to the period pending the appointment of a
      successor Managing Trustee, there shall be one Managing Trustee of this
      Trust, which shall be a citizen and resident of or a corporation or other
      entity which is incorporated or formed under the laws of a state of the
      United States.  The number of Managing Trustees may be increased
      or decreased from time to time by the Managing
  Trustee.

            


    

     

    If any
entity Managing Trustee shall change its name, or shall reorganize or
reincorporate, or shall merge with or into or consolidate with any other entity
such entity Managing Trustee shall be deemed to be a continuing entity and shall
continue to act as a Managing Trustee hereunder with the same liabilities,
duties, powers, titles, discretions and privileges as are herein specified for a
Managing Trustee.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2

            	
              Resignation and
      Removal.  Except as otherwise provided in this Section
      11.2, until the dissolution of the Trust, the Managing Trustee shall not
      take any voluntary step to dissolve itself or to resign as Managing
      Trustee. The Managing Trustee shall have the right to resign voluntarily
      as Managing Trustee or to dissolve itself with the concurrence of the
      Beneficiaries by a Majority Vote; provided, however, that the Managing
      Trustee may, without the consent of the Beneficiaries, to the extent
      permitted by law, substitute in its stead as Managing Trustee any entity
      which has, by merger, consolidation or otherwise, acquired substantially
      all of such Managing Trustee’s assets, stock or other evidence of equity
      interest and continued its business.  Any Managing Trustee may
      be removed only upon the Majority Vote of Beneficiaries.  All
      obligations of the Managing Trustee hereunder shall cease and terminate on
      the effective date of its resignation or removal and its sole
      responsibility thereafter shall be to hold the Trust Assets for a period
      of thirty (30) calendar days following the effective date of resignation
      or removal, at which time, if a successor Managing Trustee shall have been
      appointed and have accepted such appointment in a writing to the
      Beneficiaries, then upon written notice thereof given by the successor
      Managing Trustee to the resigning Managing Trustee, the resigning Managing
      Trustee shall deliver the Trust Assets to the successor Managing Trustee.
      If a successor Managing Trustee shall not have been appointed within a
      thirty (30) day period from the predecessor Managing Trustee’s resignation
      or removal, for any reason whatsoever, the resigning Managing Trustee
      shall deliver the Trust Assets to a court of competent jurisdiction in the
      county in which the Trust Assets are there being held and give written
      notice of the same to the parties
hereto.

            


    

     

    The
resigning Managing Trustee shall be entitled to payment of any unpaid fees
(which shall be pro-rated as of the effective date of the resignation or
removal) and expenses and to reimbursement by the Beneficiaries out of the Trust
Assets for any expenses incurred in connection with the transfer of the Trust
Assets pursuant to and in accordance with the provisions of this Section 11.2 of
this Agreement.

     

    
      	
              11.3

            	
              Appointment of
      Successor.  Should at any time a Managing Trustee resign
      or be removed, unless any remaining Managing Trustees shall decrease the
      number of Managing Trustees of the Trust pursuant to Section 11.1 hereof,
      a vacancy shall be deemed to exist and a successor shall be appointed by
      any remaining Managing Trustees.  If there are no remaining
      Managing Trustees, the Beneficiaries may, pursuant to Article XIII hereof,
      call a meeting to appoint a successor Managing Trustee upon the Majority
      Vote of Beneficiaries.  If such a vacancy is not filled by any
      remaining Managing Trustees within ninety (90) days, the remaining
      Managing Trustees must notify the Beneficiaries of their inability to fill
      such vacancy, and the Beneficiaries may, pursuant to Article XIII hereof,
      call a meeting to appoint a successor Managing Trustee by a Majority Vote
      of Beneficiaries.  Pending the appointment of a successor
      Managing Trustee, the remaining Managing Trustee or Trustees then serving
      may take any action in the manner set forth in this
    Agreement.

            


    

     

    
      	
              11.4

            	
              Acceptance of Appointment by
      Successor Managing Trustee.  Any successor Managing
      Trustee appointed hereunder shall execute an instrument accepting such
      appointment hereunder.  Thereupon such successor Managing
      Trustee shall, without any further act, become vested with all the
      estates, properties, rights, powers, trusts and duties of his or its
      predecessor in the Trust hereunder with like effect as if originally named
      therein.

            


    

     

    
      	
              11.5

            	
              Bonds.  No
      bond shall be required of the original Managing Trustee hereunder, and no
      bond shall be required of any successor Managing Trustee
      hereunder.  If a bond is required by law, no surety or security
      with respect to such bond shall be required unless required by
      law.

            


    

     

    ARTICLE
XII

    CONCERNING
THE BENEFICIARIES

     

    
      	
              12.1

            	
              Evidence of Action by
      Beneficiaries.  Whenever in this Agreement it is provided
      that the Beneficiaries may take any action (including the making of any
      demand or request, the giving of any notice, consent, or waiver, the
      removal of a Trustee, the appointment of a successor Trustee, or the
      taking of any other action), the fact that at the time of taking any such
      action such Beneficiaries have joined therein may be evidenced (i) by
      any instrument or any number of instruments of similar tenor executed by
      Beneficiaries in person or by agent or attorney appointed in writing, or
      (ii) by the record of the Beneficiaries voting in favor thereof at
      any meeting of Beneficiaries duly called and held in accordance with the
      provisions of Article XIII of this agreement.  Such meeting or
      writing may take any form permitted under Delaware
  law.

            


    

     

    
      	
              12.2

            	
              Limitation on Suits by
      Beneficiaries.  No Beneficiary shall have any right by
      virtue of any provision of this Agreement to institute any action or
      proceeding at law or in equity against any party other than the Trustees
      upon or under or with respect to any Trust Assets or the agreements
      relating to or forming part of any Trust Assets, and the Beneficiaries do
      hereby waive any such right.

            


    

     

    
      	
              12.3

            	
              Requirement of
      Undertaking.  The Managing Trustee may request any court
      to require, and any court may in its discretion require, in any suit for
      the enforcement of any right or remedy under this Agreement, or in any
      suit against the Managing Trustee for any action taken or omitted by it as
      Managing Trustee, the filing by any party litigant in such suit of an
      undertaking to pay the costs of such suit, and such court may in its
      discretion assess reasonable costs, including reasonable attorneys’ fees,
      against any party litigant in such suit, having due regard to the merits
      and good faith of the claims or defenses made by such party litigant;
      provided, however, that the provisions of this Section shall not apply to
      any suit by the Managing Trustee.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XIII

    MEETING
OF BENEFICIARIES

     

    
      	
              13.1

            	
              Purpose of
      Meetings.  A meeting of the Beneficiaries may be called
      at any time and from time to time pursuant to the provisions of this
      Article for the purposes of taking any action which the terms of this
      Agreement permit a Beneficiary having a specified aggregate Beneficial
      Interest to take either acting alone or with the Managing
      Trustee.

            


    

     

    
      	
              13.2

            	
              Meeting Called by the Managing
      Trustee.  The Managing Trustee may at any time call a
      meeting of the Beneficiaries of the Trust to be held at such time and at
      such place as the Managing Trustee shall determine.  Written
      notice of every meeting of the Beneficiaries shall be given by the
      Managing Trustee (except as provided in Section 13.3 of this Agreement),
      which written notice will set forth the time and place of such meeting and
      in general terms the action proposed to be taken at such meeting, and
      shall be mailed not more than sixty (60) nor less than fifteen (15) days
      before such meeting is to be held to all of the Beneficiaries of record
      not more than fifty (50) days nor less than ten (10) days before the date
      of such meeting. The notice shall be directed to the Beneficiaries at
      their respective addresses as they appear in the records of the
      Trust.

            


    

     

    
      	
              13.3

            	
              Meeting Called on Request of
      Beneficiaries.  Within ten (10) days after written
      request to the Managing Trustee by Beneficiaries holding Trust Units
      representing at least 10% of the aggregate Beneficial Interests to call a
      meeting of all of the Beneficiaries, which written request shall specify
      in reasonable detail the action proposed to be taken, the Managing Trustee
      shall proceed under the provisions of Section 13.2 of this Agreement to
      call a meeting of the
Beneficiaries.

            


    

     

    
      	
              13.4

            	
              Persons Entitled to Vote at
      Meeting of Beneficiaries.  Each Beneficiary shall be
      entitled to vote at a meeting of the Beneficiaries of the Trust either in
      person or by his proxy duly authorized in writing.  The vote of
      each Beneficiary shall be weighted based on the number of Trust Units held
      by each Beneficiary determined pursuant to the List described in Section
      3.1, as such list is amended hereby.  The signature of the
      Beneficiary on such written authorization need not be witnessed or
      notarized.

            


    

     

    
      	
              13.5

            	
              Quorum.  At
      any meeting of Beneficiaries, the presence in person or by proxy of
      Beneficiaries holding Trust Units representing at least a majority of the
      aggregate Beneficial Interests shall constitute a quorum; but if less than
      a quorum be present, Beneficiaries having a majority of the Beneficial
      Interests so present and so represented may adjourn such meeting with the
      same effect and for all intents and purposes as though a quorum had been
      present.

            


    

     

    
      	
              13.6

            	
              Adjournment of
      Meeting.  Subject to Section 13.5 hereof, any meeting of
      Beneficiaries of the Trust may be adjourned from time to time and a
      meeting may be held at such adjourned time and place without further
      notice.

            


    

     

    
      	
              13.7

            	
              Conduct of
      Meeting.  At each meeting of the Beneficiaries, the
      Beneficiaries present or represented by proxy may adopt such rules for the
      conduct of such meeting as they shall deem appropriate, provided that such
      rules shall not be inconsistent with the provisions of this
      Agreement.

            


    

     

    ARTICLE
XIV

    AMENDMENTS

     

    
      	
              14.1

            	
              Consent of
      Beneficiaries.  Upon the Majority Vote of Beneficiaries,
      or such greater percentage as shall be specified in this Agreement for the
      taking of an action by the Beneficiaries under the affected provision of
      this Agreement, the Managing Trustee shall promptly make and execute a
      declaration amending this Agreement for the purpose of adding any material
      provisions to or changing in any material manner or eliminating any of the
      material provisions of this Agreement or amendments thereto as they apply
      to the Trust; provided, however, that no such amendment shall affect the
      Beneficiaries’ rights to receive their pro rata shares of the Trust Assets
      at the time of distribution; provided further, however, that, so long as
      such amendment has been approved by the Managing Trustee, no consent of
      the Beneficiaries shall be required with respect to any amendment made (a)
      solely for the purpose of facilitating the transferability by
      Beneficiaries of Trust Units, (b) to comply with applicable laws,
      including tax laws or to satisfy any requirements, conditions, guidelines
      or opinions contained in any opinion, directive, order, ruling or
      regulation of the Commission, the Internal Revenue Service or any other
      U.S. federal or state or non-U.S. governmental agency, compliance with
      which the Managing Trustee deems to be in the best interest of the
      Beneficiaries as a whole, (c) to obtain no-action assurances from the
      staff of the Commission regarding relief from registration and reporting
      requirements under the Exchange Act, which relief the Managing Trustee
      deems to be in the best interest of the Beneficiaries as a whole, (d) to
      cause the Trust to be treated as a liquidating trust under Treasury
      Regulation Section 301.7701-4(d) and any analogous provision of state or
      local law, if the Managing Trustee deems it to be in the best interests of
      the Beneficiaries as a whole, or (e) to cure any ambiguity, to correct or
      supplement any provision herein which may be inconsistent with any other
      provision herein, or to add any other provision with respect to matters or
      questions arising under this Agreement which will not be inconsistent with
      the provisions of this Agreement.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything to the contrary in this Agreement, this Agreement shall in no event be
amended to change the limited liability of the Beneficiaries without the vote or
consent of all of the Beneficiaries, nor shall this Agreement be amended to
diminish the rights or benefits to which any of the Managing Trustee or
Beneficiaries are entitled under the provisions of this Agreement, without the
consent of a majority of the Trust Units held by the Beneficiaries who would be
adversely affected thereby, and in the case of the Managing Trustee being
singularly affected, then by the Managing Trustee.

     

    No
amendment of this Agreement which affects the rights, duties, liabilities,
indemnities or immunities of the Resident Trustee, shall be effective without,
in each specific instance, the prior written approval of the Resident
Trustee.

     

    
      	
              14.2

            	
              Effect of
      Amendment.  Upon the execution of any such declaration of
      amendment by the Managing Trustee, this Agreement shall be deemed to be
      modified and amended in accordance therewith and the respective rights,
      limitations of rights, obligations, duties, and immunities of the Managing
      Trustee and the Beneficiaries under this Agreement with respect to the
      Trust shall thereafter be determined, exercised and enforced hereunder
      subject in all respects to such modification and amendments, and all the
      terms and conditions of any such amendment shall be thereby deemed to be
      part of the terms and conditions of this Agreement for any and all
      purposes.

            


    

     

    
      	
              14.3

            	
              Managing Trustee’s Declining to
      Execute Documents.  If, in the reasonable opinion of the
      Managing Trustee, any document required to be executed pursuant to the
      terms of Section 14.2 hereof adversely affects any right, obligation,
      immunity or indemnity in favor of the Managing Trustee under this
      Agreement, the Managing Trustee may in its discretion decline to execute
      such document.

            


    

     

    ARTICLE
XV

    MISCELLANEOUS
PROVISIONS

     

    
      	
              15.1

            	
              Filing
      Documents.  This Agreement shall be filed or recorded in
      such office or offices as the Managing Trustee may determine to be
      necessary or desirable.  A copy of this Agreement and all
      amendments thereof shall be maintained in the office of the Managing
      Trustee.  The Managing Trustee shall file or record any
      amendment of this Agreement and any instrument which relates to any change
      in the office of the Managing
Trustee.

            


    

     

    
      	
              15.2

            	
              Beneficiaries Have No Rights or
      Privileges as Holders of Partnership Units.  Except as
      expressly provided in this Agreement or under applicable law, the
      Beneficiaries shall have no rights or privileges attributable to their
      former status as holders of Partnership
Units.

            


    

     

    
      	
              15.3

            	
              Laws as to
      Construction.  The Trustees, and the Beneficiaries (by
      their acceptance of any distributions made to them pursuant to this
      Agreement), consent and agree that this Agreement shall be governed by,
      and construed in accordance with, the internal laws of the State of
      Delaware, without reference to the choice of law principles
      thereof.

            


    

     

    
      	
              15.4

            	
              Severability.  In
      the event any provision of this Agreement or the application thereof to
      any Person or circumstances shall be finally determined by a court of
      proper jurisdiction to be invalid or unenforceable to any extent, the
      remainder of this Agreement, or the application of such provision to
      persons or circumstances other than those as to which it is held invalid
      or unenforceable, shall not be affected thereby, and each provision of
      this Agreement shall be valid and enforced to the fullest extent permitted
      by law.

            


    

     

    
      	
              15.5

            	
              Notices.  Any
      notice or other communication shall be in writing and shall be deemed to
      have been sufficiently given, for all purposes, when delivered personally
      or sent by fax or 48 hours after being sent by a nationally-recognized
      courier or deposited in the U.S. mail, as certified or registered mail,
      with postage prepaid.

            


    

     

    If
to the Managing Trustee:

     

    Behringer
Harvard Advisors I LP

    15601
Dallas Parkway

    Suite
600

    Addison,
TX 75001

    Fax:  214-655-1610

    Attn:  Chief
Legal Officer

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
If
to the Resident Trustee:

     

    CSC Trust
Company of Delaware

    2711
Centerville Road, Suite 400

    Wilmington,
DE 19808

    Fax:  302-636-8666

    Attn:  Trust
Administration

     

    If
to the Beneficiary:

     

    The
address of such Beneficiary as shown in the records of the Trust.

     

    
      	
              15.6

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which
      shall be an original, but such counterparts shall together constitute but
      one and the same instrument.

            


    

     

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    IN
WITNESS WHEREOF, the General Partners of the Grantor have caused this Agreement
to be executed by an authorized officer, and the Trustees hereunder have
executed this Agreement, as Trustees and not as individuals, as of the date
first set forth herein.

     

    
      
        
          
            	
                    GRANTOR:

                  
	 
      
	
                    Behringer
      Harvard Mid-Term Value Enhancement Fund I LP

                  
	 
      	 
      	 
      	 
      
	 
      	
                    By:
      Behringer Harvard Advisors I LP, its General Partner

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                    /s/ Gerald J. Reihsen,
  III

                  
	 
      	 
      	
                    Name:

                  	
                    Gerald
      J. Reihsen, III

                  
	 
      	 
      	
                    Title:

                  	
                    Executive
      Vice President-Corporate

                  
	 
      	 
      	 
      	
                    Development
      and Legal and Assistant Secretary

                  
	 
      	 
      	 
      	 
      
	 
      	
                    /s/ Robert M. Behringer

                  
	 
      	
                    Robert
      M. Behringer, its General Partner

                  
	 
      	 
      	 
      	 
      
	
                    MANAGING
      TRUSTEE:

                  
	 
      
	
                    Behringer
      Harvard Advisors I LP

                  
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Gerald J. Reihsen,
  III

                  
	 
      	
                    Name:

                  	
                    Gerald
      J. Reihsen, III

                  
	 
      	
                    Title:

                  	
                    Executive
      Vice President-Corporate

                  
	 
      	 
      	
                    Development
      and Legal and Assistant Secretary

                  
	 
      	 
      	 
      	 
      
	
                    RESIDENT
      TRUSTEE:

                  
	 
      
	
                    CSC
      Trust Company of Delaware

                  
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Alan R. Halpern

                  
	 
      	
                    Name:

                  	
                    Alan
      R. Halpern

                  
	 
      	
                    Title:

                  	
                    Vice
      President