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 NON-CONTROLLING DIRECT OR INDIRECT LEGAL OR BENEFICIAL OWNERSHIP INTEREST
IN HARVARD REIT OPERATING PARTNERSHIP SHALL NOT CONSTITUTE LIENS PROHIBITED
HEREUNDER IF THE FORECLOSURE THEREON WOULD CONSTITUTE A "PERMITTED TRANSFER"
(SUBJECT TO ANY APPLICABLE NOTICE AND OTHER REQUIREMENTS SET FORTH IN THE
DEFINED TERM "PERMITTED TRANSFER" (IF APPLICABLE)).
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.
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 OR SERVICER 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 (10) DAYS AFTER DEMAND MAY
BE PAID FROM ANY AMOUNTS IN THE DEPOSIT