BEHRINGER HARVARD OPPORTUNITY REIT.
THE
PARTNERSHIP INTERESTS IN BORROWER, THE MEMBERSHIP INTEREST IN BORROWER GP, THE
MEMBERSHIP INTEREST IN BEHRINGER HARVARD SANTA CLARA M, LLC, AND THE PARTNERSHIP
INTERESTS IN BEHRINGER HARVARD OPPORTUNITY OP I, LP ARE OWNED FREE AND CLEAR OF
ALL LIENS, WARRANTS, OPTIONS AND RIGHTS TO PURCHASE (OTHER THAN THOSE GRANTED IN
CONNECTION WITH THE MAKING OF THE MEZZANINE LOAN).
BORROWER HAS NO OBLIGATION
TO ANY PERSON TO PURCHASE, REPURCHASE OR ISSUE ANY OWNERSHIP INTEREST IN IT.
THE ORGANIZATIONAL CHART ATTACHED HERETO AS SCHEDULE 4 IS COMPLETE AND ACCURATE
AND ILLUSTRATES ALL PERSONS WHO HAVE A DIRECT OR INDIRECT OWNERSHIP INTEREST IN
BORROWER.
4.19
PURCHASE OPTIONS.
NEITHER THE PROPERTY NOR ANY PART
THEREOF IS SUBJECT TO ANY PURCHASE OPTIONS OR OTHER SIMILAR RIGHTS IN FAVOR OF
THIRD PARTIES.
4.20
MANAGEMENT AGREEMENT.
THE MANAGEMENT AGREEMENT IS
IN FULL FORCE AND EFFECT.
THERE IS NO DEFAULT, BREACH OR VIOLATION EXISTING
THEREUNDER, AND NO EVENT HAS OCCURRED (OTHER THAN PAYMENTS DUE BUT NOT YET
DELINQUENT) THAT, WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE, OR BOTH,
WOULD CONSTITUTE A DEFAULT, BREACH OR VIOLATION THEREUNDER, BY EITHER PARTY
THERETO.
PURSUANT TO THE MANAGEMENT AGREEMENT, BORROWER HAS APPOINTED THE
MANAGER AS ITS AGENT FOR (I) HIRING, TERMINATING (SUBJECT TO THE PROVISIONS
THEREOF), OVERSEEING AND OTHERWISE DEALING WITH ANY SUB-PROPERTY MANAGER FOR THE
PROPERTY, (II) OTHERWISE OVERSEEING THE OPERATION AND MANAGEMENT OF THE
PROPERTY, AND (III) MAKING DECISIONS AND OTHERWISE INTERACTING AND DEALING WITH
LENDER WITH RESPECT TO THE LOAN, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND
THE PROPERTY.
ADDITIONALLY, SUBJECT TO THE PROVISIONS OF SECTION 3.1 AND THE
CLEARING ACCOUNT AGREEMENT AND THE DEPOSIT ACCOUNT AGREEMENT, THE MANAGER HAS
CONTROL OF ALL OPERATING AND OTHER BANK ACCOUNTS WITH RESPECT TO THE PROPERTY.
4.21
HAZARDOUS SUBSTANCES.
EXCEPT AS DISCLOSED IN THE
ENVIRONMENTAL ASSESSMENT REPORTS DELIVERED TO LENDER IN CONNECTION WITH THE
LOAN, (I) THE PROPERTY IS NOT IN VIOLATION OF ANY LEGAL REQUIREMENT PERTAINING
TO OR IMPOSING LIABILITY OR STANDARDS OF CONDUCT CONCERNING ENVIRONMENTAL
REGULATION, CONTAMINATION OR CLEAN-UP, INCLUDING THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY
ACT, THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT OF 1986, THE
HAZARDOUS SUBSTANCES TRANSPORTATION ACT, THE SOLID WASTE DISPOSAL ACT, THE CLEAN
WATER ACT, THE CLEAN AIR ACT, THE TOXIC SUBSTANCE CONTROL ACT, THE SAFE DRINKING
WATER ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, ANY STATE SUPER-LIEN AND
ENVIRONMENTAL CLEAN-UP STATUTES, ANY LOCAL LAW REQUIRING RELATED PERMITS AND
LICENSES AND ALL AMENDMENTS TO AND REGULATIONS IN RESPECT OF THE FOREGOING LAWS
(COLLECTIVELY, "ENVIRONMENTAL LAWS"); (II) THE PROPERTY IS NOT SUBJECT TO ANY
PRIVATE OR GOVERNMENTAL LIEN OR JUDICIAL OR ADMINISTRATIVE NOTICE OR ACTION OR
INQUIRY, INVESTIGATION OR CLAIM RELATING TO HAZARDOUS, TOXIC AND/OR DANGEROUS
SUBSTANCES, TOXIC MOLD OR FUNGUS OF A TYPE THAT MAY POSE A RISK TO HUMAN HEALTH
OR THE ENVIRONMENT OR WOULD NEGATIVELY IMPACT THE VALUE OF THE PROPERTY ("TOXIC
MOLD") OR ANY OTHER SUBSTANCES OR MATERIALS WHICH ARE INCLUDED UNDER OR
REGULATED BY ENVIRONMENTAL LAWS