(b) Each party assures and assures the other party that it will not be subject to an outstanding agreement that would be contrary to the provisions of this Agreement or that it defaults on its obligations. The Company acknowledges that this agreement requires the consultant to serve only about 20 per cent of his working time with the company, that the consultant has many other obligations, including on behalf of other real estate investment trusts and other investments and similar programs sponsored by Behringer Harvard Holdings, LLC (the „sponsor“) and its related companies, which may compete with the company and set requirements for the consultant`s time (the „competing requirements“). , and that the advisor, as the sponsor`s officer, is faced with certain conflicts of interest described in the company`s notifications to the Securities and Exchange Commission. 8. Compensation and insurance: the company undertakes to defend, compensate (including, but not limited to the imposition of reasonable expenses and legal fees) and considers the advisor to be a director of the company for all acts taken or omitted by the advisor under this directive (except for bad faith, gross negligence or intentional misconduct) , as if the advisor were director of the company, as in the Charter and the company statutes under the same conditions, restrictions, standards, obligations, rights and obligations as director. If, during the duration of the agreement, the company enters into compensation or a similar agreement on these compensation issues with a company (b) full agreement. This agreement, including the annex, constitutes the whole agreement and agreement between the parties regarding the purpose of this agreement and replaces all prior written and oral agreements and arrangements between the parties with respect to the purpose of this agreement. the company will offer and enter into a similar compensation agreement with the advisor.