page hereto
5.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OR WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT, AND SHALL BECOME EFFECTIVE WHEN THE COUNTERPARTS HAVE BEEN SIGNED BY
EACH PARTY HERETO AND DELIVERED TO THE OTHER PARTIES HERETO.
6.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, PERFORMED AND
ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF
MARYLAND, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
7.
AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED, AND ANY
OF THE TERMS, COVENANTS, REPRESENTATIONS, WARRANTIES OR CONDITIONS HEREOF MAY BE
WAIVED, ONLY BY A WRITTEN INSTRUMENT EXECUTED BY THE PARTIES HERETO, OR IN THE
CASE OF A WAIVER, BY THE PARTY WAIVING COMPLIANCE; PROVIDED THAT UNTIL THE
COMPANY HAS A CLASS OF SECURITY THAT IS A "COVERED SECURITY" AS DESCRIBED IN
SECTION 3 ABOVE, THE PROVISIONS OF THIS AGREEMENT MAY NOT BE AMENDED EXCEPT WITH
THE APPROVAL OF THE PENNSYLVANIA SECURITIES COMMISSION.
4
8.
HEADINGS.
THE DESCRIPTIVE HEADINGS IN THIS AGREEMENT ARE FOR
REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
9.
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.
10.
SUCCESSOR AND ASSIGNS.
ALL REFERENCES HEREIN TO THE COMPANY
HEREUNDER SHALL BE DEEMED TO INCLUDE ALL SUCCESSORS AND ASSIGNS OF THE COMPANY.
THE DIRECTOR 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]
5
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:
Director:
By:
Name:
Title:
Address:
Facsimile: