AND ANY OTHER LIENS IN FAVOR OF THE LENDERS RELATING TO THE
PROPERTY OR THE PORTION THEREOF AFFECTED BY SUCH CAPITAL EVENT, AND IN EITHER
SUCH EVENT, IF THE PROPERTY-OWNING BORROWER SHALL THEREUPON HAVE NO FURTHER
PROPERTY INCLUDED IN THE COLLATERAL, SHALL RELEASE THE PROPERTY-OWNING BORROWER
FROM ALL OBLIGATIONS HEREUNDER AND RELEASE THE INTERESTS IN SUCH PROPERTY-OWNING
BORROWER FROM THE PLEDGE AGREEMENT (PROPERTY-OWNING BORROWER); PROVIDED,
HOWEVER, THAT THE AGENT SHALL NOT BE
42
REQUIRED TO RELEASE ITS LIEN UNLESS ANY PROCEEDS OF SUCH CAPITAL EVENT ARE PAID
TO AGENT IN FULL OR PARTIAL SATISFACTION OF THE INDEBTEDNESS AS AND TO THE
EXTENT REQUIRED BY SECTION 3.7(C).
(B)
IN THE EVENT BORROWER SATISFIES THE
OUTSTANDING INDEBTEDNESS IN FULL, AGENT AND, AT THE WRITTEN DIRECTION OF AGENT,
COLLATERAL AGENT SHALL WITHDRAW AND HOLD UNINVESTED FOR BORROWER IN AN ELIGIBLE
ACCOUNT AT LASALLE BANK NATIONAL ASSOCIATION FROM THE BUSINESS DAY IMMEDIATELY
PRECEDING THE DATE UPON WHICH THE RELEASE OF FUNDS IS TO BE MADE TO BORROWER AND
RELEASE ON THE DATE ON WHICH THE OUTSTANDING INDEBTEDNESS IS REPAID IN FULL ANY
AND ALL AMOUNTS THEN ON DEPOSIT IN THE RESERVE ACCOUNT AND/OR THE COLLECTION
ACCOUNT TO BORROWER. UPON REPAYMENT OF THE LOAN AND ALL OTHER AMOUNTS DUE
HEREUNDER AND UNDER THE LOAN DOCUMENTS IN FULL IN ACCORDANCE WITH THE TERMS
HEREOF AND THEREOF, THE LENDERS SHALL, PROMPTLY AFTER SUCH PAYMENT, RELEASE OR
CAUSE TO BE RELEASED ALL LIENS WITH RESPECT TO ALL COLLATERAL OR, TO THE EXTENT
NECESSARY TO FACILITATE FUTURE SAVINGS OF MORTGAGE TAX IN STATES THAT IMPOSE
MORTGAGE TAXES, ASSIGN SUCH LIENS TO BORROWER'S NEW LENDER(S), PROVIDED THAT ANY
SUCH ASSIGNMENTS SHALL BE WITHOUT RECOURSE, REPRESENTATION, OR WARRANTY OF ANY
KIND, EXCEPT THAT AGENT AND EACH LENDER SHALL REPRESENT AND WARRANT (1) THE THEN
OUTSTANDING AMOUNT OF THE PRINCIPAL INDEBTEDNESS AND (2) THAT SUCH LIENS HAVE
NOT BEEN PREVIOUSLY ASSIGNED BY AGENT OR ANY LENDER.
SECTION 3.12.
CENTRAL CASH MANAGEMENT.
(A)
COLLECTION ACCOUNT; DEPOSITS TO AND
WITHDRAWALS FROM THE COLLECTION ACCOUNT.
(I)
ON OR BEFORE THE CLOSING DATE, BORROWER
SHALL ESTABLISH AND MAINTAIN WITH THE COLLATERAL AGENT A COLLECTION ACCOUNT (THE
"COLLECTION ACCOUNT"), WHICH SHALL BE AN ELIGIBLE ACCOUNT WITH A SEPARATE AND
UNIQUE IDENTIFICATION NUMBER AND ENTITLED "DEUTSCHE BANK AG, CAYMAN ISLANDS
BRANCH AS AGENT, AS SECURED PARTY FROM FIRST STATES INVESTORS DB I, L.P., FIRST
STATES INVESTORS DB I B, L.P., FIRST STATES INVESTORS 4200, LLC, FIRST STATES
INVESTORS DB I SP, L.P., AND FIRST STATES INVESTORS DB I TRS, L.P., PURSUANT TO
A AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF APRIL 1, 2008 AMONG FIRST
STATES INVESTORS DB I, L.P., FIRST STATES INVESTORS DB I B, L.P., FIRST STATES
INVESTORS 4200, LLC, FIRST STATES INVESTORS DB I SP, L.P., AND FIRST STATES
INVESTORS DB I TRS, L.P., DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH AS AGENT AND
LASALLE BANK NATIONAL ASSOCIATION AS COLLATERAL AGENT." WITH RESPECT TO EACH
ADVANCE AND THE RELATED PROPERTY, NOT LATER THAN THE RELATED ADVANCE CLOSING
DATE, BORROWER SHALL DELIVER TO EACH TENANT