CONTAINS STANDARD PROVISIONS, IF ANY,
PROTECTING THE RIGHTS OF THE RELEASING LENDER.
IN ADDITION, BORROWER SHALL
PROVIDE ALL OTHER DOCUMENTATION LENDER REASONABLY REQUIRES TO BE DELIVERED BY
BORROWER IN CONNECTION WITH SUCH RELEASE, TOGETHER WITH AN OFFICER'S CERTIFICATE
CERTIFYING THAT SUCH DOCUMENTATION (I) IS IN COMPLIANCE WITH ALL LEGAL
REQUIREMENTS, AND (II) WILL EFFECT SUCH RELEASES IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
2.6.2
RELEASE ON PAYMENT IN FULL.
LENDER SHALL, UPON
PAYMENT IN FULL OF ALL PRINCIPAL AND INTEREST DUE ON THE LOAN AND ALL OTHER
AMOUNTS DUE AND PAYABLE UNDER THE LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS
AND PROVISIONS OF THE NOTE AND THIS AGREEMENT, RELEASE THE LIEN OF THE MORTGAGE
ON 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 THREE PARKWAY, LLC, AS BORROWER, AND JPMORGAN CHASE BANK,
N.A., AS LENDER, PURSUANT TO LOAN AGREEMENT DATED AS OF OCTOBER
, 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
29
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 DURING THE CONTINUANCE OF A CASH SWEEP PERIOD.
(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.