as the case may be) or Lender shall assign to Borrower
(or Successor Borrower, as the case may be) all of Lender's right, title, and
interest in the U.S. Obligations constituting the Defeasance Collateral.
(D)
SUCCESSOR BORROWER. IN CONNECTION WITH A DEFEASANCE UNDER THIS
SECTION 2.18, BORROWER SHALL, IF REQUIRED BY THE RATING AGENCIES OR IF BORROWER
SO ELECTS OR LENDER REQUIRES, ESTABLISH OR DESIGNATE A SUCCESSOR ENTITY (THE
"SUCCESSOR BORROWER") WHICH SHALL BE A SINGLE PURPOSE BANKRUPTCY REMOTE ENTITY
AND WHICH SHALL BE APPROVED BY THE RATING AGENCIES. ANY SUCH SUCCESSOR BORROWER
MAY, AT BORROWER'S OPTION, BE AN AFFILIATE OF BORROWER UNLESS THE RATING
AGENCIES OR LENDER SHALL REQUIRE OTHERWISE. BORROWER SHALL TRANSFER AND ASSIGN
ALL OBLIGATIONS, RIGHTS AND DUTIES UNDER AND TO THE NOTE, TOGETHER WITH THE
DEFEASANCE COLLATERAL, TO SUCH SUCCESSOR BORROWER. SUCH SUCCESSOR BORROWER SHALL
ASSUME THE OBLIGATIONS UNDER THE NOTE AND THE SECURITY AGREEMENT. BORROWER SHALL
PAY $1,000 TO ANY SUCH SUCCESSOR BORROWER AS CONSIDERATION FOR ASSUMING THE
OBLIGATIONS UNDER THE NOTE AND THE SECURITY AGREEMENT. BORROWER SHALL PAY ALL
REASONABLE COSTS AND EXPENSES INCURRED BY LENDER, INCLUDING LENDER'S ATTORNEY'S
FEES AND EXPENSES INCURRED IN CONNECTION THEREWITH, AND ALL FEES, EXPENSES AND
OTHER CHARGES OF THE RATING AGENCIES.
(E)
BORROWER SHALL HAVE THE RIGHT TO (I) PREPAY THE LOAN WITHOUT A
RELEASE OF COLLATERAL PURSUANT TO AND IN ACCORDANCE WITH SECTION 2.6,
(II) PREPAY THE LOAN IN CONNECTION WITH THE RELEASE OF A MORTGAGED PROPERTY
PURSUANT TO AND IN ACCORDANCE WITH SECTIONS 2.7 AND 2.11 AND (III) DEFEASE THE
LOAN PURSUANT TO AND IN ACCORDANCE WITH SECTION 2.18.
(F)
ADJUSTMENTS. BORROWER MAY REQUEST FROM LENDER IMMEDIATELY
FOLLOWING ANY PARTIAL DEFEASANCE AN ADJUSTMENT ("DEFEASANCE ADJUSTMENT") TO THE
ALLOCATED LOAN AMOUNTS FOLLOWING ANY PARTIAL DEFEASANCE MADE PURSUANT TO
SECTION 2.18(B) IN AN AMOUNT EQUAL TO THE POSITIVE DIFFERENCE BETWEEN (I) THE
SUM OF THE ALLOCATED LOAN AMOUNTS FOR THE REMAINING MORTGAGED PROPERTIES AFTER
SUCH PARTIAL DEFEASANCE (THE "AGGREGATE ALLOCATED LOAN AMOUNT") AND (II) THE
OUTSTANDING PRINCIPAL BALANCE OF THE UNDEFEASED NOTE (THE "DEFEASANCE ADJUSTMENT
AMOUNT"). UPON EACH DEFEASANCE ADJUSTMENT, THE ALLOCATED LOAN AMOUNT FOR EACH
SUCH REMAINING MORTGAGED PROPERTY SHALL BE DECREASED IN AN AMOUNT EQUAL TO THE
PRODUCT OF (A) THE DEFEASANCE ADJUSTMENT AMOUNT AND (B) THE FRACTION, THE
NUMERATOR OF WHICH IS THE APPLICABLE ALLOCATED LOAN AMOUNT (PRIOR TO SUCH
DEFEASANCE ADJUSTMENT) FOR SUCH MORTGAGED PROPERTY AND THE DENOMINATOR OF WHICH
IS THE AGGREGATE ALLOCATED LOAN AMOUNT. IN CONNECTION
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with each Defeasance Adjustment, Borrower shall pay to the Lender an
administrative fee of $5,000.
SECTION 2.19.
SUBSTITUTION OF PROPERTIES. SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS SECTION 2.19, BORROWER SHALL HAVE THE RIGHT, ONLY
AFTER THE EARLIER OF THE DATE THE ENTIRE LOAN HAS BEEN INCLUDED IN A
SECURITIZATION (INCLUDING EACH AND EVERY NOTE) OR JANUARY 1, 2007, ON ONE OR
MORE OCCASIONS, TO OBTAIN THE RELEASE OF ONE OR MORE INDIVIDUAL MORTGAGED
PROPERTY FROM THE LIEN OF THE MORTGAGE AND THE LOAN DOCUMENTS (FOR PURPOSES OF
THIS SECTION ONLY,