THE PROPERTY.
BORROWER
SHALL PAY TO LENDER ALL REASONABLE ADMINISTRATIVE AND LEGAL COSTS INCURRED IN
CONNECTION WITH SUCH RELEASE.
SECTION 2.7
LOCKBOX ACCOUNT/CASH MANAGEMENT.
2.7.1
LOCKBOX ACCOUNT.
(A)
DURING THE TERM OF THE LOAN, BORROWER SHALL
ESTABLISH AND MAINTAIN AN ACCOUNT (THE "LOCKBOX ACCOUNT") WITH LOCKBOX BANK IN
TRUST FOR THE BENEFIT OF LENDER, WHICH LOCKBOX ACCOUNT SHALL BE UNDER THE SOLE
DOMINION AND CONTROL OF LENDER.
THE LOCKBOX 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 - LOCKBOX ACCOUNT".
BORROWER HEREBY GRANTS TO LENDER A
FIRST-PRIORITY SECURITY INTEREST IN THE LOCKBOX 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 LOCKBOX ACCOUNT, INCLUDING, WITHOUT LIMITATION, EXECUTING AND
FILING UCC-1 FINANCING STATEMENTS AND CONTINUATIONS THEREOF.
LENDER AND
SERVICER SHALL HAVE THE SOLE RIGHT TO MAKE WITHDRAWALS FROM THE LOCKBOX ACCOUNT
AND ALL COSTS AND EXPENSES FOR ESTABLISHING AND MAINTAINING THE LOCKBOX ACCOUNT
SHALL BE PAID BY BORROWER.
ALL MONIES NOW OR HEREAFTER DEPOSITED INTO THE
LOCKBOX ACCOUNT SHALL BE DEEMED ADDITIONAL SECURITY FOR THE DEBT.
(B)
BORROWER SHALL, OR SHALL CAUSE PROPERTY MANAGER TO, DELIVER
IRREVOCABLE WRITTEN INSTRUCTIONS TO ALL TENANTS UNDER LEASES TO DELIVER ALL
RENTS PAYABLE THEREUNDER DIRECTLY TO THE LOCKBOX ACCOUNT.
BORROWER SHALL, AND
SHALL CAUSE PROPERTY MANAGER TO, DEPOSIT ALL AMOUNTS RECEIVED BY BORROWER OR
PROPERTY MANAGER CONSTITUTING RENTS INTO THE LOCKBOX ACCOUNT WITHIN ONE (1)
BUSINESS DAY AFTER RECEIPT THEREOF.
(C)
BORROWER SHALL OBTAIN FROM LOCKBOX BANK ITS AGREEMENT TO TRANSFER
TO THE CASH MANAGEMENT ACCOUNT IN IMMEDIATELY AVAILABLE FUNDS BY FEDERAL WIRE
TRANSFER ALL AMOUNTS ON DEPOSIT IN THE LOCKBOX ACCOUNT ONCE EVERY BUSINESS DAY
THROUGHOUT THE TERM OF THE LOAN.
(D)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, LENDER MAY, IN
ADDITION TO ANY AND ALL OTHER RIGHTS AND REMEDIES AVAILABLE TO LENDER, APPLY ANY
SUMS THEN PRESENT IN THE LOCKBOX ACCOUNT TO THE PAYMENT OF THE DEBT IN ANY ORDER
IN ITS SOLE DISCRETION.
(E)
THE LOCKBOX ACCOUNT SHALL BE AN ELIGIBLE ACCOUNT AND SHALL NOT BE
COMMINGLED WITH OTHER MONIES HELD BY BORROWER OR LOCKBOX BANK.
(F)
BORROWER SHALL NOT FURTHER PLEDGE, ASSIGN OR GRANT ANY SECURITY
INTEREST IN THE LOCKBOX ACCOUNT OR THE MONIES DEPOSITED THEREIN OR PERMIT ANY
LIEN OR ENCUMBRANCE TO ATTACH THERETO, OR ANY LEVY TO BE MADE THEREON, OR ANY
UCC-1 FINANCING STATEMENTS, EXCEPT THOSE NAMING LENDER AS THE SECURED PARTY, TO
BE FILED WITH RESPECT THERETO, AND EXCEPT FOR THE RIGHTS OF THE LOCKBOX BANK
UNDER THE LOCKBOX AGREEMENT.
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(G)
BORROWER SHALL INDEMNIFY LENDER AND HOLD LENDER HARMLESS FROM AND
AGAINST ANY AND ALL ACTIONS, SUITS, CLAIMS, DEMANDS, LIABILITIES, LOSSES,
DAMAGES, OBLIGATIONS AND COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND
REASONABLE ATTORNEYS FEES AND EXPENSES) ARISING FROM OR IN ANY WAY CONNECTED
WITH