MEANING OF SECTION 860D OF THE
CODE (A "REMIC TRUST"), THAT HOLDS THIS NOTE, AND PROVIDED NO EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS, AT BORROWER'S OPTION, LENDER SHALL CAUSE THE RELEASE OF THE PROPERTY
FROM THE LIEN OF THE SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS (A
"DEFEASANCE") UPON THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
BORROWER SHALL GIVE NOT MORE THAN NINETY (90) DAYS' OR LESS THAN
SIXTY (60) DAYS' PRIOR WRITTEN NOTICE TO LENDER SPECIFYING THE DATE BORROWER
INTENDS FOR THE DEFEASANCE TO BE CONSUMMATED (THE "RELEASE DATE"), WHICH DATE
SHALL BE A PAYMENT DATE.
(B)
ALL ACCRUED AND UNPAID INTEREST AND ALL OTHER SUMS DUE UNDER THIS
NOTE AND UNDER THE OTHER LOAN DOCUMENTS UP TO AND INCLUDING THE RELEASE DATE
SHALL BE PAID IN FULL ON OR PRIOR TO THE RELEASE DATE.
(C)
BORROWER SHALL DELIVER TO LENDER ON OR PRIOR TO THE RELEASE DATE:
(1)
A SUM OF MONEY IN IMMEDIATELY AVAILABLE FUNDS (THE "DEFEASANCE
DEPOSIT") EQUAL TO THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE PLUS AN
AMOUNT, IF ANY, WHICH TOGETHER WITH THE OUTSTANDING PRINCIPAL BALANCE OF THIS
NOTE, SHALL BE SUFFICIENT TO ENABLE LENDER TO PURCHASE, THROUGH MEANS AND
SOURCES CUSTOMARILY EMPLOYED AND AVAILABLE TO LENDER, FOR THE ACCOUNT OF
BORROWER, (X) DIRECT, NON-CALLABLE, FIXED RATE OBLIGATIONS OF THE UNITED STATES
OF AMERICA OR (Y) NON-CALLABLE, FIXED RATE OBLIGATIONS, OTHER THAN U.S. TREASURY
OBLIGATIONS, THAT ARE "GOVERNMENT SECURITIES" WITHIN THE MEANING OF
SECTION 2(A)(16) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, THAT PROVIDE
FOR PAYMENTS PRIOR, BUT AS CLOSE AS POSSIBLE, TO ALL SUCCESSIVE MONTHLY PAYMENT
DATES OCCURRING AFTER THE RELEASE DATE AND TO THE LOCKOUT EXPIRATION DATE, WITH
EACH SUCH PAYMENT BEING EQUAL TO OR GREATER THAN THE AMOUNT OF THE CORRESPONDING
INSTALLMENT OF PRINCIPAL AND/OR INTEREST REQUIRED TO BE PAID UNDER THIS NOTE
(INCLUDING, BUT NOT LIMITED TO, THE SCHEDULED OUTSTANDING PRINCIPAL BALANCE OF
THE LOAN DUE ON THE MATURITY DATE BASED UPON PAYMENTS OF PRINCIPAL AND INTEREST
4
THROUGH THE LOCKOUT EXPIRATION DATE) FOR THE BALANCE OF THE TERM HEREOF (THE
"DEFEASANCE COLLATERAL"), EACH OF WHICH SHALL BE DULY ENDORSED BY THE HOLDER
THEREOF AS DIRECTED BY LENDER OR ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER
IN FORM AND SUBSTANCE SATISFACTORY TO LENDER IN ITS SOLE DISCRETION (INCLUDING,
WITHOUT LIMITATION, SUCH INSTRUMENTS AS MAY BE REQUIRED BY THE DEPOSITORY
INSTITUTION HOLDING SUCH SECURITIES OR THE ISSUER THEREOF, AS THE CASE MAY BE,
TO EFFECTUATE BOOK-ENTRY TRANSFERS AND PLEDGES THROUGH THE BOOK-ENTRY FACILITIES
OF SUCH INSTITUTION) IN ORDER TO PERFECT UPON THE DELIVERY OF THE DEFEASANCE
SECURITY AGREEMENT (AS HEREINAFTER DEFINED) THE FIRST PRIORITY SECURITY INTEREST
IN THE DEFEASANCE COLLATERAL IN FAVOR OF LENDER IN CONFORMITY WITH ALL
APPLICABLE STATE AND FEDERAL LAWS GOVERNING GRANTING OF SUCH SECURITY INTERESTS.
(2)
A PLEDGE AND SECURITY AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER, CREATING A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF
LENDER IN THE DEFEASANCE COLLATERAL (THE