Common use of Limitations of Fees Clause in Contracts

Limitations of Fees. Reference is made to that certain Amended and Restated Agreement of Limited Partnership of Behringer Harvard Opportunity OP I LP dated as of November 24, 2004 (together with all amendments thereto, the “BH Investor Agreement”) in respect of BH Investor. Notwithstanding anything contained in this Agreement to the contrary, if any fee paid by the Company to any general partner in BH Investor or any Affiliate of any such general partner (each a “BH Investor Manager Party”) results in BH Investor paying, through its interest in the Company, fees in excess of those fees permitted to be paid to such BH Investor Manager Party under the terms of the BH Investor Agreement or any other related agreement, then such BH Investor Manager Party shall reimburse directly to BH Investor its allocable share of such fee to the extent necessary to comply with the terms of the BH Investor Agreement or any other related agreement. In the event that a BH Investor Manager Party receives from the Company a fee whose retention by such BH Investor Manager Party is, under the terms of the BH Investor Agreement or any other related agreement, contingent upon the happening of future events, such BH Investor Manager Party shall hold BH Investor’s allocable share of such fee until the applicable contingencies are resolved, and shall thereafter dispose of BH Investor’s allocable share of such fee in accordance with the BH Investor Agreement or any other related agreement. It is understood and agreed that the limitations and provisions set forth in this Section 14.4 are for the sole benefit of BH Investor, and, accordingly, no other party shall be entitled to a refund of fees paid by the Company under this Agreement or any other benefit set forth in this Section 14.4. Furthermore, it is understood and agreed that the limitations and other provisions set forth in this Section 14.4 shall not be applicable at such time as BH Investor no longer owns a direct or indirect interest in the Company.

Limitations of Fees. Reference is made to that certain Amended and Restated Agreement of Limited Partnership of Behringer Harvard Opportunity OP I I, LP dated as of November 24, 2004 (together with all amendments thereto, the “BH Investor Agreement”) in respect of BH Investor. Notwithstanding anything contained in this Agreement to the contrary, if any fee paid by the Company to any general partner in BH Investor or any Affiliate of any such general partner (each a “BH Investor Manager Party”) results in BH Investor paying, through its interest in the Company, fees in excess of those fees permitted to be paid to such BH Investor Manager Party under the terms of the BH Investor Agreement or any other related agreement, then such BH Investor Manager Party shall reimburse directly to BH Investor its allocable share of such fee to the extent necessary to comply with the terms of the BH Investor Agreement or any other related agreementAgreement. In the event that a BH Investor Manager Party receives from the Company a fee whose retention by such BH Investor Manager Party is, under the terms of the BH Investor Agreement or any other related agreement, contingent upon the happening of future events, such BH Investor Manager Party shall hold BH Investor’s allocable share of such fee until the applicable contingencies are resolved, and shall thereafter dispose of BH Investor’s allocable share of such fee in accordance with the BH Investor Agreement or any other related agreement. It is understood and agreed that the limitations and provisions set forth in this Section 14.4 are for the sole benefit of BH Investor, and, accordingly, no other party shall be entitled to a refund of fees paid by the Company under this Agreement or any other benefit set forth in this Section 14.4. Furthermore, it is understood and agreed that the limitations and other provisions set forth in this Section 14.4 shall not be applicable at such time as BH Investor no longer owns a direct or indirect interest in the Company.

Limitations of Fees. Reference is made to that certain Amended and Restated Agreement of Limited Partnership of Behringer Harvard Opportunity OP I LP dated as of November 24, 2004 (together with all amendments thereto, the “BH Investor Agreement”) in respect of the BH Investor. Notwithstanding anything contained in this Agreement to the contrary, if any fee paid by the Company Partnership to any general partner in the BH Investor or any Affiliate of any such general partner (each a “BH Investor Manager Party”) results in the BH Investor paying, through its interest in the CompanyPartnership, fees in excess of those fees permitted to be paid to such BH Investor Manager Party under the terms of the BH Investor Agreement or any other related agreement, then such BH Investor Manager Party shall reimburse directly to the BH Investor its allocable share of such fee to the extent necessary to comply with the terms of the BH Investor Agreement or any other related agreementAgreement. In the event that a BH Investor Manager Party receives from the Company Partnership a fee whose retention by such BH Investor Manager Party is, under the terms of the BH Investor Agreement or any other related agreement, contingent upon the happening of future events, such BH Investor Manager Party shall hold the BH Investor’s allocable share of such fee until the applicable contingencies are resolved, and shall thereafter dispose of the BH Investor’s allocable share of such fee in accordance with the BH Investor Agreement or any other related agreement. It is understood and agreed that the limitations and provisions set forth in this Section 14.4 are for the sole benefit of the BH Investor, and, accordingly, no other party shall be entitled to a refund of fees paid by the Company Partnership under this Agreement or any other benefit set forth in this Section 14.4. Furthermore, it is understood and agreed that the limitations and other provisions set forth in this Section 14.4 shall not be applicable at such time as the BH Investor no longer owns a direct or indirect interest in the CompanyPartnership.

Limitations of Fees. Reference is made to that certain Amended and Restated Agreement of Limited Partnership of Behringer Harvard Short-Term Opportunity OP Fund I LP dated as of November 24September 15, 2004 2003 (together with all amendments thereto, the “"BH Investor Agreement”FUND AGREEMENT") in respect of BH InvestorFund. BH Fund owns interests in the General Partner and the Class A Limited Partner. Notwithstanding anything contained in this Agreement to the contrary, if any fee paid by the Company Partnership to any general partner in BH Investor Fund or any Affiliate of any such general partner (each a “"BH Investor Manager Party”FUND GENERAL PARTNER PARTY") results in BH Investor Fund paying, through its interest in the CompanyPartnership, fees in excess of those fees permitted to be paid to such BH Investor Manager Fund General Partner Party under the terms of the BH Investor Agreement or any other related agreementFund Agreement, then such BH Investor Manager Fund General Partner Party shall reimburse directly to BH Investor Fund its allocable share of such fee to the extent necessary to comply with the terms of the BH Investor Agreement or any other related agreementFund Agreement. In the event that a BH Investor Manager Fund General Partner Party receives from the Company Partnership a fee whose retention by such BH Investor Manager Fund General Partner Party is, under the terms of the BH Investor Agreement or any other related agreementFund Agreement, contingent upon the happening of future events, such BH Investor Manager Fund General Partner Party shall hold BH Investor’s Fund's allocable share of such fee until the applicable contingencies are resolved, and shall thereafter dispose of BH Investor’s Fund's allocable share of such fee in accordance with the BH Investor Agreement or any other related agreementFund Agreement. It is understood and agreed that the limitations and provisions set forth in this Section 14.4 15.4 are for the sole benefit of BH InvestorFund, and, accordingly, no other party shall be entitled to a refund of fees paid by the Company Partnership under this Agreement or any other benefit set forth in this Section 14.415.4. Furthermore, it is understood and agreed that the limitations and other provisions set forth in this Section 14.4 15.4 shall not be applicable at such time as BH Investor Fund no longer owns a direct or indirect interest in the CompanyPartnership.

Limitations of Fees. Reference is made to that certain Amended and Restated Agreement of Limited Partnership of Behringer Harvard Short-Term Opportunity OP Fund I LP dated as of November 24September 15, 2004 2003 (together with all amendments thereto, the “"BH Investor Agreement”FUND AGREEMENT") in respect of BH InvestorFund. BH Fund owns interests in the General Partner and BH Investors. Notwithstanding anything contained in this Agreement to the contrary, if any fee paid by the Company Partnership to any general partner in BH Investor Fund or any Affiliate of any such general partner (each a “"BH Investor Manager Party”FUND GENERAL PARTNER PARTY") results in BH Investor Fund paying, through its interest in the CompanyPartnership, fees in excess of those fees permitted to be paid to such BH Investor Manager Fund General Partner Party under the terms of the BH Investor Agreement or any other related agreementFund Agreement, then such BH Investor Manager Fund General Partner Party shall reimburse directly to BH Investor Fund its allocable share of such fee to the extent necessary to comply with the terms of the BH Investor Agreement or any other related agreementFund Agreement. In the event that a BH Investor Manager Fund General Partner Party receives from the Company Partnership a fee whose retention by such BH Investor Manager Fund General Partner Party is, under the terms of the BH Investor Agreement or any other related agreementFund Agreement, contingent upon the happening of future events, such BH Investor Manager Fund General Partner Party shall hold BH Investor’s Fund's allocable share of such fee until the applicable contingencies are resolved, and shall thereafter dispose of BH Investor’s Fund's allocable share of such fee in accordance with the BH Investor Agreement or any other related agreementFund Agreement. It is understood and agreed that the limitations and provisions set forth in this Section 14.4 are for the sole benefit of BH InvestorFund, and, accordingly, no other party shall be entitled to a refund of fees paid by the Company Partnership under this Agreement or any other benefit set forth in this Section 14.4. Furthermore, it is understood and agreed that the limitations and other provisions set forth in this Section 14.4 shall not be applicable at such time as BH Investor Fund no longer owns a direct or indirect interest in the CompanyPartnership.

Limitations of Fees. Reference is made to that certain Amended and Restated Agreement of Limited Partnership of Behringer Harvard Short-Term Opportunity OP Fund I LP dated as of November 24September 15, 2004 2003 (together with all amendments thereto, the “"BH Investor Agreement”) in respect of BH InvestorINVESTOR AGREEMENT"). Notwithstanding anything contained in this Agreement to the contrary, if any fee paid by the Company Partnership to any general partner in BH Investor or any Affiliate of any such general partner (each a “"BH Investor Manager Party”INVESTOR GENERAL PARTNER PARTY") results in BH Investor paying, through its interest in the CompanyPartnership, fees in excess of those fees permitted to be paid to such BH Investor Manager General Partner Party under the terms of the BH Investor Agreement or any other related agreementAgreement, then such BH Investor Manager General Partner Party shall reimburse directly to BH Investor its allocable share of such fee to the extent necessary to comply with the terms of the BH Investor Agreement or any other related agreementAgreement. In the event that a BH Investor Manager General Partner Party receives from the Company Partnership a fee whose retention by such BH Investor Manager General Partner Party is, under the terms of the BH Investor Agreement or any other related agreementAgreement, contingent upon the happening of future events, such BH Investor Manager General Partner Party shall hold BH Investor’s 's allocable share of such fee until the applicable contingencies are resolved, and shall thereafter dispose of BH Investor’s 's allocable share of such fee in accordance with the BH Investor Agreement or any other related agreementAgreement. It is understood and agreed that the limitations and provisions set forth in this Section 14.4 are for the sole benefit of BH Investor, and, accordingly, no other party shall be entitled to a refund of fees paid by the Company Partnership under this Agreement or any other benefit set forth in this Section 14.4. Furthermore, it is understood and agreed that the limitations and other provisions set forth in this Section 14.4 shall not be applicable at such time as BH Investor no longer owns a direct or indirect interest in the CompanyPartnership.