MORTGAGE LOAN AGREEMENT, AS
APPLICABLE, AND BORROWER OR MORTGAGE BORROWER IS IN FACT CONTESTING SUCH LIEN IN
ACCORDANCE WITH THE EXPRESS PROVISIONS AND CONDITIONS SET FORTH IN THIS
55
AGREEMENT OR THE MORTGAGE LOAN AGREEMENT, AS APPLICABLE).
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, AND SHALL NOT PERMIT MORTGAGE
BORROWER TO (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 (X) WITH RESPECT TO
BORROWER, THE COLLATERAL AND (Y) WITH RESPECT TO MORTGAGE BORROWER, 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 OR
MORTGAGE BORROWER EXCEPT TO THE EXTENT EXPRESSLY PERMITTED BY THE LOAN
DOCUMENTS.
5.29
EXPENSES.
SUBJECT TO SECTIONS 9.1 AND 9.2 HEREOF, BORROWER SHALL,
OR SHALL CAUSE MORTGAGE BORROWER TO, 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, UCC INSURANCE, SURVEYS,
INSPECTIONS AND APPRAISALS; (VI) THE CREATION, PERFECTION OR PROTECTION OF
LENDER'S LIENS IN THE COLLATERAL 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, MORTGAGE BORROWER, THE LOAN DOCUMENTS, THE
COLLATERAL, 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 DEMAND MAY BE PAID FROM ANY AMOUNTS IN