ADVISOR'S CONDUCT OF THE ACTIVE TRADE OR BUSINESS OF THE
COMPANY.
THEREFORE, THE ADVISOR AND COMPANY INTEND ADVISOR TO BE, AND SHALL
TREAT ADVISOR AS, A "MANAGEMENT COMPANY" WITHIN THE MEANING OF SECTION
171.0001(11) OF THE TEXAS TAX CODE.
THE COMPANY AND THE ADVISOR WILL APPLY
SECTIONS 171.1011(M-1) AND 171.1013(F)-(G) OF THE TEXAS TAX CODE TO THE
COMPANY'S REIMBURSEMENTS PAID TO THE ADVISOR PURSUANT TO THIS AGREEMENT OF
SPECIFIED COSTS AND WAGES AND COMPENSATION.
THE ADVISOR AND THE COMPANY FURTHER
RECOGNIZE AND INTEND THAT (I) AS A RESULT OF THE FIDUCIARY RELATIONSHIP CREATED
BY THIS AGREEMENT AND ACKNOWLEDGED IN SECTION 2.02, REIMBURSEMENTS PAID TO THE
ADVISOR PURSUANT TO THIS AGREEMENT ARE "FLOW-THOUGH FUNDS" THAT THE ADVISOR IS
MANDATED BY LAW OR FIDUCIARY DUTY TO DISTRIBUTE, WITHIN THE MEANING OF SECTION
171.1011(F) OF THE TEXAS TAX CODE, AND (II) AS A RESULT OF ADVISOR'S CONTRACTUAL
DUTIES UNDER THIS AGREEMENT, CERTAIN REIMBURSEMENTS UNDER THIS AGREEMENT ARE
"FLOW-THROUGH FUNDS" MANDATED BY CONTRACT TO BE DISTRIBUTED WITHIN THE MEANING
OF SECTION 171.1011(G) OF THE TEXAS TAX CODE.
THE TERMS OF THIS AGREEMENT SHALL
BE INTERPRETED IN A MANNER CONSISTENT WITH THE CHARACTERIZATION OF THE ADVISOR
AS A "MANAGEMENT COMPANY" AS DEFINED IN SECTION 171.0001(11), AND WITH THE
CHARACTERIZATION OF THE REIMBURSEMENTS AS "FLOW-THOUGH FUNDS" WITHIN THE MEANING
OF SECTION 171.1011(F)-(G) OF THE TEXAS TAX CODE.
6.04
NOTICES.
ANY NOTICE, REPORT OR OTHER COMMUNICATION
REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING UNLESS SOME
OTHER METHOD OF GIVING SUCH NOTICE, REPORT OR OTHER COMMUNICATION IS REQUIRED BY
THE ARTICLES OF INCORPORATION, THE BYLAWS, OR ACCEPTED BY THE PARTY TO WHOM
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IT IS GIVEN, AND SHALL BE GIVEN BY BEING DELIVERED BY HAND OR BY OVERNIGHT MAIL
OR OTHER OVERNIGHT DELIVERY SERVICE TO THE ADDRESSES SET FORTH HEREIN:
To the Directors and to the Company:
Behringer Harvard REIT I, Inc.
15601 Dallas Parkway
Suite 600
Addison, Texas 75001
To the Advisor:
Behringer Advisors LP
15601 Dallas Parkway
Suite. 600
Addison, Texas 75001
Either party shall, as soon as reasonably practicable, give notice in writing to
the other party of a change in its address for the purposes of this Section
6.03.
6.05
Modification.
This Agreement shall not be changed,
modified, or amended, in whole or in part, except by an instrument in writing
signed by both parties hereto, or their respective successors or assignees.
6.06
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT ARE
INDEPENDENT OF AND SEVERABLE FROM EACH OTHER, AND NO PROVISION SHALL BE AFFECTED
OR RENDERED INVALID OR UNENFORCEABLE BY VIRTUE OF THE FACT THAT FOR ANY REASON
ANY OTHER OR OTHERS OF THEM MAY BE INVALID OR UNENFORCEABLE IN WHOLE OR IN PART.
6.07
CHOICE OF LAW; VENUE.
THE PROVISIONS OF THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, AND VENUE FOR ANY ACTION BROUGHT WITH RESPECT TO ANY CLAIMS
ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN DALLAS COUNTY,
TEXAS.
6.08
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE