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Exhibit 99.2
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made and
entered
into as of the ____ day of May, 2005, by
and between BEHRINGER HARVARD
SHORT-TERM OPPORTUNITY FUND I LP, a Texas
limited partnership ("Behringer LP"),
and ROBERT M. BEHRINGER, an individual
(collectively including Behringer LP,
"Indemnitors"), and WILLIAM L. HUTCHINSON,
an individual ("Indemnitee").
RECITALS:
WHEREAS, Indemnitee is a party to that certain Loan Assumption
and
Substitution Agreement dated as of July 23,
2004 (the "Assumption Agreement")
entered into among LaSalle Bank National
Association, in its capacity as
trustee, and the other parties named
therein;
WHEREAS, the Assumption Agreement provides, in part, for Indemnitee
to
become personally obligated for the
performance of certain obligations under the
Indemnity Agreement, the Environmental
Indemnity Agreement and the other Loan
Documents, all as defined in the Assumption
Agreement;
WHEREAS, effective on the date hereof, Indemnitee's affiliates
shall
transfer and assign their respective
partnership interests in Behringer Harvard
Plaza Skillman LP, a Texas limited
partnership ("Borrower"), to Behringer LP
(the "Assignment");
WHEREAS, as a condition to the foregoing assignment, Indemnitee
has
required that Indemnitors indemnify him
from any liabilities that may accrue
under the Assumption Agreement and/or the
Loan Documents from and after the date
hereof;
NOW, THEREFORE, in consideration of the foregoing premises and
other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the undersigned agree as
follows:
1.
CAPITALIZED TERMS. All capitalized terms used in this Agreement
without definition shall have the same
meanings ascribed to them in the
Assumption Agreement.
2. INDEMNITY.
Indemnitors and their successors and assigns, jointly
and severally, hereby agree to indemnify,
defend and hold harmless Indemnitee
and his heirs, executors, personal
representatives, successors and assigns
(collectively, the "Indemnified Parties")
from and against any claims,
liabilities, obligations, causes of action,
losses, costs and expenses,
including without limitation reasonable
attorneys' fees, that such Indemnified
Parties may incur arising from, related to
or in connection with the Indemnity
Agreement, the Environmental Indemnity
Agreement, the Assumption Agreement and
the other Loan Documents to which
Indemnitee is a party or for which Indemnitee
has any liability, if such claims, losses,
costs and expenses arise from, relate
to, occur or otherwise come into existence
after the date hereof or otherwise
relate to any
INDEMNIFICATION AGREEMENT PAGE 1
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Exhibit 99.2
matters or events accruing, occurring,
arising or otherwise coming into
existence after the date hereof.
3. NOTICE OF
CLAIM; DEFENSE. Any Indemnified Party shall promptly
notify Indemnitors of any demands or claims
he, she or it receives that may give
rise to a claim for indemnification under
this Agreement. Indemnitors shall have
the right to defend any legal action
against an Indemnified Party that results
in a claim for indemnification with legal
counsel reasonably satisfactory to
such Indemnified Part
