THAT IS A "COVERED SECURITY" AS DESCRIBED IN
SECTION 2 ABOVE, THE PROVISIONS OF THIS AGREEMENT MAY NOT BE AMENDED EXCEPT WITH
THE APPROVAL OF THE PENNSYLVANIA SECURITIES COMMISSION.
7.
HEADINGS.
THE DESCRIPTIVE HEADINGS IN THIS AGREEMENT ARE FOR
REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
8.
SEVERABILITY.
IN THE EVENT THAT ANY PART OF THIS AGREEMENT IS
DECLARED BY ANY COURT OR OTHER JUDICIAL OR ADMINISTRATIVE BODY TO BE NULL, VOID
OR UNENFORCEABLE, SAID PROVISION SHALL SURVIVE TO THE EXTENT IT IS NOT SO
DECLARED, AND ALL OF THE OTHER PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT.
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9.
SUCCESSOR AND ASSIGNS.
ALL REFERENCES HEREIN TO THE COMPANY
HEREUNDER SHALL BE DEEMED TO INCLUDE ALL SUCCESSORS AND ASSIGNS OF THE COMPANY.
THE OFFICER MAY NOT ASSIGN ITS BENEFITS HEREUNDER TO ANY THIRD PARTY
BENEFICIARIES OR SUCCESSORS OR ASSIGNS WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
INDEMNITOR:
Behringer Harvard REIT I, Inc.
By:
Name:
Its:
Officer:
By:
Name:
Title:
Address:
Facsimile: