BHO, INC. IS BEHRINGER
HARVARD OPPORTUNITY REIT.
THE PARTNERSHIP INTERESTS IN MORTGAGE BORROWER, THE
MEMBERSHIP INTEREST IN MORTGAGE BORROWER GP, THE MEMBERSHIP INTEREST IN
BORROWER, 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 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, MORTGAGE 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 MORTGAGE
LENDER WITH RESPECT TO THE MORTGAGE LOAN AND THE PROPERTY.
ADDITIONALLY,
SUBJECT TO THE PROVISIONS OF SECTION 3.1 OF THE MORTGAGE LOAN AGREEMENT 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