SHALL EFFECT THE PARTIAL DEFEASANCE;
(II)
BORROWER SHALL PAY TO LENDER (A) ALL PAYMENTS OF INTEREST DUE ON
THE LOAN TO AND INCLUDING THE PARTIAL DEFEASANCE DATE AND (B) ALL OTHER SUMS,
THEN DUE UNDER THE NOTE, THIS LOAN AGREEMENT, THE MORTGAGE AND THE OTHER LOAN
DOCUMENTS;
(III)
BORROWER SHALL IRREVOCABLY DEPOSIT THE PARTIAL DEFEASANCE
COLLATERAL INTO THE DEFEASANCE COLLATERAL ACCOUNT AND OTHERWISE COMPLY WITH THE
PROVISIONS OF THIS SECTION 2.18(B) AND SECTIONS 2.18(C) AND (D) HEREOF;
(IV)
LENDER SHALL PREPARE (AT BORROWER'S EXPENSE) ALL NECESSARY
DOCUMENTS TO MODIFY THIS LOAN AGREEMENT AND TO AMEND AND RESTATE THE NOTE AND
ISSUE SUBSTITUTE NOTES, ONE NOTE HAVING A PRINCIPAL BALANCE EQUAL TO THE PARTIAL
DEFEASANCE AMOUNT (THE "DEFEASED NOTE"), AND ONE OR MORE NOTES HAVING AN
AGGREGATE PRINCIPAL BALANCE EQUAL TO THE EXCESS OF (A) THE THEN-OUTSTANDING
PRINCIPAL AMOUNT OF THE LOAN, OVER (B) THE AMOUNT OF THE DEFEASED NOTE (THE
"UNDEFEASED NOTE"). THE DEFEASED NOTE AND UNDEFEASED NOTE SHALL HAVE IDENTICAL
TERMS AS THE FIXED RATE NOTE EXCEPT FOR THE PRINCIPAL BALANCE AND MONTHLY
PAYMENTS. THE DEFEASED NOTE AND THE UNDEFEASED NOTE SHALL BE CROSS DEFAULTED AND
CROSS COLLATERALIZED UNLESS THE RATING AGENCIES SHALL REQUIRE OTHERWISE OR
UNLESS A SUCCESSOR BORROWER THAT IS NOT AN AFFILIATE OF BORROWER IS ESTABLISHED
PURSUANT TO SECTION 2.18(D). A DEFEASED NOTE MAY NOT BE THE SUBJECT OF ANY
FURTHER DEFEASANCE;
(V)
BORROWER SHALL EXECUTE AND DELIVER TO LENDER A SECURITY AGREEMENT
IN RESPECT OF THE DEFEASANCE COLLATERAL ACCOUNT AND THE PARTIAL DEFEASANCE
COLLATERAL;
(VI)
BORROWER SHALL DELIVER TO LENDER AN OPINION OF COUNSEL FOR
BORROWER THAT IS CUSTOMARY IN COMMERCIAL LENDING TRANSACTIONS AND SUBJECT ONLY
TO NORMAL QUALIFICATIONS, ASSUMPTIONS AND EXCEPTIONS OPINING, AMONG OTHER
THINGS, THAT (W) LENDER HAS A LEGAL AND VALID PERFECTED FIRST PRIORITY SECURITY
INTEREST IN THE DEFEASANCE COLLATERAL ACCOUNT AND
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the Partial Defeasance Collateral, (x) if a Securitization has occurred, the
REMIC Trust formed pursuant to any Securitization will not fail to maintain its
status as a "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code as a result of the Partial Defeasance pursuant to this
Section 2.18(b), (y) a Partial Defeasance pursuant to this Section 2.18 will not
result in a deemed exchange for purposes of the Code and will not adversely
affect the status of the Loan as indebtedness for federal income tax purposes,
(z) delivery of the Partial Defeasance Collateral and the grant of a security
interest therein to Lender shall not constitute an avoidable preference under
Section 547 of the Bankruptcy Code or applicable state law;
(VII)
IF AND TO THE EXTENT REQUIRED BY THE RATING AGENCIES, A
NON-CONSOLIDATION OPINION WITH RESPECT TO THE SUCCESSOR BORROWER;
(VIII)
THE REMAINING MORTGAGED PROPERTIES SHALL SATISFY THE DEBT SERVICE
COVERAGE TEST WITH RESPECT TO THE UNDEFEASED NOTE (PROVIDED THAT BORROWER SHALL
HAVE THE RIGHT TO INCREASE THE PARTIAL DEFEASANCE AMOUNT TO AN AMOUNT (AND TO
ONLY SUCH AMOUNT) NECESSARY TO SATISFY SUCH TEST);
(IX)
BORROWER SHALL DELIVER TO LENDER A CONFIRMATION IN