OWNERSHIP INTEREST IN BORROWER, EXCEPT LIENS IN FAVOR OF LENDER AND PERMITTED
ENCUMBRANCES, UNLESS SUCH LIEN IS BONDED OR DISCHARGED WITHIN 30 DAYS AFTER
BORROWER FIRST RECEIVES NOTICE OF SUCH LIEN (OR SUCH LONGER PERIOD AS IS
PERMITTED UNDER THIS AGREEMENT IN THE EVENT AND TO THE EXTENT THE LIEN IS OF A
NATURE WHICH MAY BE CONTESTED BY BORROWER UNDER THE PROVISIONS OF THIS AGREEMENT
AND BORROWER IS IN FACT CONTESTING SUCH LIEN IN ACCORDANCE WITH THE EXPRESS
PROVISIONS AND CONDITIONS SET FORTH IN THIS AGREEMENT).
NOTWITHSTANDING THE
FOREGOING, PLEDGES OF ANY DIRECT OR INDIRECT LEGAL OR BENEFICIAL OWNERSHIP
INTEREST IN BEHRINGER HARVARD OPERATING PARTNERSHIP SHALL NOT CONSTITUTE LIENS
PROHIBITED HEREUNDER.
5.28
DISSOLUTION.
BORROWER SHALL NOT (I) ENGAGE IN ANY
DISSOLUTION, LIQUIDATION OR CONSOLIDATION OR MERGER WITH OR INTO ANY OTHER
BUSINESS ENTITY, (II) ENGAGE IN ANY BUSINESS ACTIVITY NOT RELATED TO THE
OWNERSHIP AND OPERATION OF THE PROPERTY OR (III) TRANSFER, LEASE OR SELL, IN ONE
TRANSACTION OR ANY COMBINATION OF TRANSACTIONS, ALL OR SUBSTANTIALLY ALL OF THE
PROPERTY OR ASSETS OF BORROWER EXCEPT TO THE EXTENT EXPRESSLY PERMITTED BY THE
LOAN DOCUMENTS.
50
5.29
EXPENSES.
BORROWER SHALL REIMBURSE LENDER UPON
RECEIPT OF NOTICE FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY LENDER IN CONNECTION
WITH THE LOAN, INCLUDING (I) THE PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY AND ALL THE COSTS OF FURNISHING ALL OPINIONS BY COUNSEL FOR
BORROWER; (II) BORROWER'S AND LENDER'S ONGOING PERFORMANCE UNDER AND COMPLIANCE
WITH THE LOAN DOCUMENTS, INCLUDING CONFIRMING COMPLIANCE WITH ENVIRONMENTAL AND
INSURANCE REQUIREMENTS; (III) THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY
AND ADMINISTRATION OF ANY CONSENTS, AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS
OF OR UNDER ANY LOAN DOCUMENT AND ANY OTHER DOCUMENTS OR MATTERS REQUESTED BY
LENDER; (IV) FILING AND RECORDING OF ANY LOAN DOCUMENTS; (V) TITLE INSURANCE,
SURVEYS, INSPECTIONS AND APPRAISALS; (VI) THE CREATION, PERFECTION OR PROTECTION
OF LENDER'S LIENS IN THE PROPERTY AND THE CASH MANAGEMENT ACCOUNTS (INCLUDING
FEES AND EXPENSES FOR TITLE AND LIEN SEARCHES, INTANGIBLES TAXES, PERSONAL
PROPERTY TAXES, MORTGAGE RECORDING TAXES, DUE DILIGENCE EXPENSES, TRAVEL
EXPENSES, ACCOUNTING FIRM FEES, COSTS OF APPRAISALS, ENVIRONMENTAL REPORTS AND
LENDER'S CONSULTANT, SURVEYS AND ENGINEERING REPORTS); (VII) ENFORCING OR
PRESERVING ANY RIGHTS IN RESPONSE TO THIRD PARTY CLAIMS OR THE PROSECUTING OR
DEFENDING OF ANY ACTION OR PROCEEDING OR OTHER LITIGATION, IN EACH CASE AGAINST,
UNDER OR AFFECTING BORROWER, THE LOAN DOCUMENTS, THE PROPERTY, OR ANY OTHER
SECURITY GIVEN FOR THE LOAN; (VIII) FEES CHARGED BY RATING AGENCIES IN
CONNECTION WITH ANY MODIFICATION OF THE LOAN REQUESTED BY BORROWER; AND
(IX) ENFORCING ANY OBLIGATIONS OF OR COLLECTING ANY PAYMENTS DUE FROM BORROWER
UNDER ANY LOAN DOCUMENT OR WITH RESPECT TO THE PROPERTY OR IN CONNECTION WITH
ANY REFINANCING OR RESTRUCTURING OF THE LOAN IN THE NATURE OF A "WORK-OUT", OR
ANY INSOLVENCY OR BANKRUPTCY PROCEEDINGS.
ANY COSTS AND EXPENSES DUE AND
PAYABLE BY BORROWER HEREUNDER WHICH ARE NOT PAID BY BORROWER WITHIN TEN DAYS
AFTER