PARTNERSHIP ARE (I) THE BEHRINGER HARVARD REIT (0.1% GENERAL PARTNER),
(II) BHR PARTNERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (IN EXCESS OF 99%
LIMITED PARTNER), WHICH IS 100% OWNED BY THE BEHRINGER HARVARD REIT, AND
(III) CERTAIN OTHER INDIVIDUAL HOLDERS OF EQUITY INTERESTS (LESS THAN 1% LIMITED
PARTNERS IN THE AGGREGATE). THE FOREGOING PARTNERSHIP AND MEMBERSHIP INTERESTS
IN BORROWER AND BORROWER GP, RESPECTIVELY THE EQUITY INTERESTS IN BORROWER
HOLDING, THE GENERAL PARTNERSHIP INTERESTS IN HARVARD REIT OPERATING
PARTNERSHIP, AND THE LIMITED PARTNERSHIP INTERESTS OF BHR PARTNERS, LLC IN
HARVARD REIT OPERATING PARTNERSHIP, ARE ALL OWNED FREE AND CLEAR OF ALL LIENS,
WARRANTS, OPTIONS AND RIGHTS TO PURCHASE. 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 HEREOF, 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 REPORT DELIVERED TO LENDER IN CONNECTION WITH THE LOAN, (I) TO THE
BEST OF BORROWER'S KNOWLEDGE, AFTER DUE INQUIRY, 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 (INCLUDING WITH RESPECT TO TOXIC MOLD), ANY LOCAL LAW
REQUIRING RELATED PERMITS AND LICENSES AND ALL AMENDMENTS TO AND REGULATIONS IN
RESPECT OF THE FOREGOING LAWS (COLLECTIVELY, "ENVIRONMENTAL LAWS"); (II) TO THE
BEST OF BORROWER'S KNOWLEDGE, AFTER DUE INQUIRY, THE PROPERTY IS NOT SUBJECT TO