(B) ALL OTHER
SUMS, THEN DUE UNDER THE NOTE, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(III)
BORROWER SHALL DEPOSIT THE DEFEASANCE COLLATERAL INTO THE
DEFEASANCE COLLATERAL ACCOUNT AND OTHERWISE COMPLY WITH THE PROVISIONS OF
SUBSECTIONS (B) AND (C) OF THIS SECTION 2.3.3;
(IV)
BORROWER SHALL EXECUTE AND DELIVER TO LENDER A SECURITY AGREEMENT
IN RESPECT OF THE DEFEASANCE COLLATERAL ACCOUNT AND THE DEFEASANCE COLLATERAL;
(V)
BORROWER SHALL DELIVER TO LENDER AN OPINION OF COUNSEL FOR
BORROWER THAT IS STANDARD IN COMMERCIAL LENDING TRANSACTIONS AND SUBJECT ONLY TO
CUSTOMARY QUALIFICATIONS, ASSUMPTIONS AND EXCEPTIONS OPINING, AMONG OTHER
THINGS, THAT (I) LENDER HAS A LEGAL AND VALID PERFECTED FIRST PRIORITY SECURITY
INTEREST IN THE DEFEASANCE COLLATERAL ACCOUNT AND THE DEFEASANCE COLLATERAL,
(II) IF A SECURITIZATION HAS OCCURRED, THE REMIC TRUST FORMED PURSUANT TO SUCH
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 A DEFEASANCE EVENT PURSUANT TO THIS SECTION 2.3.3, (III) THE DEFEASANCE EVENT
WILL NOT RESULT IN A SIGNIFICANT MODIFICATION AND WILL NOT BE AN EXCHANGE OF THE
NOTE FOR PURPOSES OF SECTION 1001 OF THE CODE AND THE TREASURY REGULATIONS
THEREUNDER, (IV) DELIVERY OF THE DEFEASANCE COLLATERAL AND THE GRANT OF A
SECURITY INTEREST THEREIN TO LENDER WILL NOT CONSTITUTE AN AVOIDABLE PREFERENCE
UNDER SECTION 547 OF THE BANKRUPTCY CODE OR APPLICABLE STATE LAW AND (V) A
NON-CONSOLIDATION OPINION WITH RESPECT TO THE SUCCESSOR BORROWER;
(VI)
BORROWER SHALL DELIVER TO LENDER A RATING COMFORT LETTER AS TO THE
DEFEASANCE EVENT;
(VII)
BORROWER SHALL DELIVER AN OFFICER'S CERTIFICATE CERTIFYING THAT
THE REQUIREMENTS SET FORTH IN THIS SECTION 2.3.3 HAVE BEEN SATISFIED;
(VIII)
BORROWER SHALL DELIVER A CERTIFICATE OF A "BIG FOUR" OR OTHER
NATIONALLY RECOGNIZED PUBLIC ACCOUNTING FIRM ACCEPTABLE TO LENDER CERTIFYING
THAT (I) THE DEFEASANCE COLLATERAL WILL GENERATE MONTHLY AMOUNTS EQUAL TO OR
GREATER THAN THE SCHEDULED
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DEFEASANCE PAYMENTS, AND (II) THE SECURITIES THAT COMPRISE THE DEFEASANCE
COLLATERAL ARE NOT SUBJECT TO PREPAYMENT, CALL OR EARLY REDEMPTION;
(IX)
BORROWER SHALL DELIVER SUCH OTHER CERTIFICATES, OPINIONS,
DOCUMENTS AND INSTRUMENTS AS LENDER MAY REASONABLY REQUEST; AND
(X)
BORROWER SHALL PAY ALL COSTS AND EXPENSES OF LENDER INCURRED IN
CONNECTION WITH THE DEFEASANCE EVENT, INCLUDING LENDER'S REASONABLE ATTORNEYS'
FEES AND EXPENSES AND RATING AGENCY FEES AND EXPENSES.
(B)
DEFEASANCE COLLATERAL ACCOUNT. ON OR BEFORE THE DATE ON WHICH
BORROWER DELIVERS THE DEFEASANCE COLLATERAL, BORROWER SHALL OPEN AT ANY ELIGIBLE
INSTITUTION THE DEFEASANCE COLLATERAL ACCOUNT (THE "DEFEASANCE COLLATERAL
ACCOUNT") WHICH SHALL AT ALL TIMES BE AN ELIGIBLE ACCOUNT. THE DEFEASANCE
COLLATERAL ACCOUNT SHALL CONTAIN ONLY (I) DEFEASANCE COLLATERAL, AND (II) CASH
FROM INTEREST AND PRINCIPAL PAID ON THE DEFEASANCE COLLATERAL. ALL CASH FROM
INTEREST AND PRINCIPAL PAYMENTS PAID ON THE DEFEASANCE COLLATERAL SHALL BE PAID
OVER TO LENDER ON EACH PAYMENT DATE AND APPLIED FIRST TO ACCRUED AND UNPAID
INTEREST AND THEN TO PRINCIPAL. ANY CASH FROM INTEREST AND PRINCIPAL PAID ON THE
DEFEASANCE COLLATERAL NOT NEEDED TO PAY ACCRUED AND UNPAID