SHALL BE A SPECIAL PURPOSE ENTITY, AND BORROWER
SHALL TRANSFER AND ASSIGN ALL OBLIGATIONS, RIGHTS AND DUTIES UNDER AND TO THE
NOTE TOGETHER WITH THE PLEDGED U.S. OBLIGATIONS TO SUCH SUCCESSOR BORROWER.
SUCH SUCCESSOR BORROWER SHALL ASSUME THE OBLIGATIONS UNDER THE NOTE AND THE
SECURITY AGREEMENT AND BORROWER SHALL BE RELIEVED OF ITS OBLIGATIONS UNDER SUCH
DOCUMENTS.
BORROWER SHALL PAY ONE THOUSAND AND 00/100 DOLLARS ($1,000) TO ANY
SUCH SUCCESSOR BORROWER AS CONSIDERATION FOR ASSUMING THE OBLIGATIONS UNDER THE
NOTE AND THE SECURITY AGREEMENT.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
THE CONTRARY, NO OTHER ASSUMPTION FEE SHALL BE PAYABLE UPON A TRANSFER OF THE
NOTE IN ACCORDANCE WITH THIS SECTION 2.5.3, BUT BORROWER SHALL PAY ALL COSTS AND
EXPENSES INCURRED BY LENDER, INCLUDING LENDER'S ATTORNEYS' FEES AND EXPENSES AND
ANY FEES AND EXPENSES OF ANY RATING AGENCIES, INCURRED IN CONNECTION THEREWITH.
28
SECTION 2.6
RELEASE OF PROPERTY.
EXCEPT AS SET FORTH IN THIS
SECTION 2.6 OR A PREPAYMENT OF THE ENTIRE LOAN PURSUANT TO SECTION 2.4.2, NO
REPAYMENT, PREPAYMENT OR DEFEASANCE OF ALL OR ANY PORTION OF THE LOAN SHALL
CAUSE, GIVE RISE TO A RIGHT TO REQUIRE, OR OTHERWISE RESULT IN, THE RELEASE OF
THE LIEN OF THE SECURITY INSTRUMENT ON THE PROPERTY.
IF THE ENTIRE LOAN HAS
BEEN PREPAID PURSUANT TO SECTION 2.4.2, OR AFTER THE REQUIREMENTS OF SECTION
2.6.1 HAVE BEEN SATISFIED, THE PROPERTY SHALL BE RELEASED FROM THE LIEN OF THE
SECURITY INSTRUMENT.
2.6.1
RELEASE OF PROPERTY.
(A)
IF BORROWER HAS ELECTED TO DEFEASE THE ENTIRE LOAN AND THE
REQUIREMENTS OF SECTION 2.5 AND THIS SECTION 2.6 HAVE BEEN SATISFIED, THE
PROPERTY SHALL BE RELEASED FROM THE LIEN OF THE SECURITY INSTRUMENT.
(B)
IN CONNECTION WITH THE RELEASE OF THE SECURITY INSTRUMENT,
BORROWER SHALL SUBMIT TO LENDER, NOT LESS THAN THIRTY (30) DAYS PRIOR TO THE
DEFEASANCE DATE, A RELEASE OF LIEN (AND RELATED LOAN DOCUMENTS) FOR THE PROPERTY
FOR EXECUTION BY LENDER.
SUCH RELEASE SHALL BE IN A FORM APPROPRIATE IN THE
JURISDICTION IN WHICH THE PROPERTY IS LOCATED AND THAT WOULD BE SATISFACTORY TO
A PRUDENT LENDER AND 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 SECURITY INSTRUMENT ON THE
PROPERTY.
BORROWER SHALL PAY TO LENDER ALL REASONABLE ADMINISTRATIVE AND LEGAL
COSTS INCURRED IN CONNECTION WITH SUCH RELEASE.
SECTION 2.7
CLEARING ACCOUNT/CASH MANAGEMENT.
2.7.1
CLEARING ACCOUNT.
(A)
DURING THE TERM OF THE LOAN, BORROWER SHALL ESTABLISH AND