0001104659-09-033004 Sample Contracts

BEHRINGER HARVARD REIT I, INC. LETTERHEAD]
Waiver of Asset Management Fees • May 15th, 2009 • Behringer Harvard Reit I Inc • Real estate investment trusts • Texas

Reference is made to that certain Fifth Amended and Restated Advisory Agreement, dated as of December 29, 2006, as amended (the “Advisory Agreement”), by and between Behringer Harvard REIT I, Inc., a Maryland corporation (the “Company”), and Behringer Advisors, LLC, a Texas limited liability company (the “Advisor”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Advisory Agreement.

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SECOND AMENDMENT TO ADVISORY MANAGEMENT AGREEMENT
Advisory Management Agreement • May 15th, 2009 • Behringer Harvard Reit I Inc • Real estate investment trusts

This SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED ADVISORY MANAGEMENT AGREEMENT (the “Amendment”) is made and entered into as of this 14th day of May, 2009 by and between BEHRINGER HARVARD REIT I, INC., a Maryland corporation (the “Company”), and BEHRINGER ADVISORS, LLC, a Texas limited liability company (the “Advisor”).

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