REIT I, OP I, BH Cordillera, Chase Park, WCW and the Manager hereby agree that the Behringer Property Management Agreement is terminated in respect of the Terminated Properties as of the close of business on the date hereof (the “ Termination Date ”) and thereupon shall be of no further force or effect in respect of the Terminated Properties, subject to Lightstone and the Company entering into the Lightstone Property Management Agreement. Notwithstanding the foregoing, Section 7.3 of the Behringer Property Management Agreement (except as contemplated by Section 6 of this Termination Agreement) and Section 8.16 of the Behringer Property Management Agreement shall continue in full force and effect, and the Manager shall continue to be entitled to indemnification as contemplated by various provisions in the Behringer Property Management Agreement as well as all fees and reimbursements of expenses and other payments through the period prior to the Termination Date related to the Terminated Properties in accordance with the Behringer Property Management Agreement. Within 45 days of the Termination Date, the Manager shall submit to the Company a final invoice for all unpaid fees and reimbursement of expenses in respect of the period prior to the Termination Date related to the properties for which property management services are then being terminated.