THE LOCKBOX ACCOUNT AND/OR THE LOCKBOX AGREEMENT (UNLESS ARISING FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER) OR THE PERFORMANCE OF THE
OBLIGATIONS FOR WHICH THE LOCKBOX ACCOUNT WAS ESTABLISHED.
2.7.2
CASH MANAGEMENT ACCOUNT.
(A)
DURING THE TERM OF THE LOAN,
BORROWER SHALL ESTABLISH AND MAINTAIN A SEGREGATED ELIGIBLE ACCOUNT (THE "CASH
MANAGEMENT ACCOUNT") TO BE HELD BY AGENT IN TRUST AND FOR THE BENEFIT OF LENDER,
WHICH CASH MANAGEMENT ACCOUNT SHALL BE UNDER THE SOLE DOMINION AND CONTROL OF
LENDER.
THE CASH MANAGEMENT ACCOUNT SHALL BE ENTITLED "BEHRINGER HARVARD 1325 G
STREET, LLC, AS BORROWER, AND BEAR STEARNS COMMERCIAL MORTGAGE, INC., AS LENDER,
PURSUANT TO AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF OCTOBER 18, 2006 -
CASH MANAGEMENT ACCOUNT."
BORROWER HEREBY GRANTS TO LENDER A FIRST PRIORITY
SECURITY INTEREST IN THE CASH MANAGEMENT ACCOUNT AND ALL DEPOSITS AT ANY TIME
CONTAINED THEREIN AND THE PROCEEDS THEREOF AND WILL TAKE ALL ACTIONS NECESSARY
TO MAINTAIN IN FAVOR OF LENDER A PERFECTED FIRST PRIORITY SECURITY INTEREST IN
THE CASH MANAGEMENT ACCOUNT, INCLUDING, WITHOUT LIMITATION, EXECUTING AND FILING
UCC-1 FINANCING STATEMENTS AND CONTINUATIONS THEREOF.
BORROWER WILL NOT IN ANY
WAY ALTER OR MODIFY THE CASH MANAGEMENT ACCOUNT AND WILL NOTIFY LENDER OF THE
ACCOUNT NUMBER THEREOF.
LENDER AND SERVICER SHALL HAVE THE SOLE RIGHT TO MAKE
WITHDRAWALS FROM THE CASH MANAGEMENT ACCOUNT AND ALL COSTS AND EXPENSES FOR
ESTABLISHING AND MAINTAINING THE CASH MANAGEMENT ACCOUNT SHALL BE PAID BY
BORROWER.
(B)
THE INSUFFICIENCY OF FUNDS ON DEPOSIT IN THE CASH MANAGEMENT
ACCOUNT SHALL NOT RELIEVE BORROWER FROM THE OBLIGATION TO MAKE ANY PAYMENTS, AS
AND WHEN DUE PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND SUCH
OBLIGATIONS SHALL BE SEPARATE AND INDEPENDENT, AND NOT CONDITIONED ON ANY EVENT
OR CIRCUMSTANCE WHATSOEVER.
(C)
ALL FUNDS ON DEPOSIT IN THE CASH MANAGEMENT ACCOUNT FOLLOWING THE
OCCURRENCE OF AN EVENT OF DEFAULT MAY BE APPLIED BY LENDER IN SUCH ORDER AND
PRIORITY AS LENDER SHALL DETERMINE.
(D)
BORROWER HEREBY AGREES THAT LENDER MAY MODIFY THE CASH MANAGEMENT
AGREEMENT FOR THE PURPOSE OF ESTABLISHING ADDITIONAL SUB-ACCOUNTS IN CONNECTION
WITH ANY PAYMENTS OTHERWISE REQUIRED UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND LENDER SHALL PROVIDE NOTICE THEREOF TO BORROWER.
2.7.3
PAYMENTS RECEIVED UNDER THE CASH MANAGEMENT AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS, AND PROVIDED NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, BORROWER'S OBLIGATIONS WITH RESPECT TO THE PAYMENT OF THE MONTHLY
DEBT SERVICE PAYMENT AMOUNT AND AMOUNTS REQUIRED TO BE DEPOSITED INTO THE
RESERVE FUNDS, IF ANY, SHALL BE DEEMED SATISFIED TO THE EXTENT SUFFICIENT
AMOUNTS ARE DEPOSITED IN THE CASH MANAGEMENT ACCOUNT TO SATISFY SUCH OBLIGATIONS
PURSUANT TO THE CASH MANAGEMENT AGREEMENT ON THE DATES EACH SUCH PAYMENT IS
REQUIRED, REGARDLESS OF WHETHER ANY OF SUCH AMOUNTS ARE SO APPLIED BY LENDER.
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ARTICLE 3 - CONDITIONS PRECEDENT
Section 3.1
Conditions Precedent to Modification.
The obligation of
Lender to modify the Loan hereunder is subject to the fulfillment by