2.5.2
COLLATERAL.
EACH OF THE U.S. OBLIGATIONS THAT ARE
PART OF THE DEFEASANCE COLLATERAL SHALL BE DULY ENDORSED BY THE HOLDER THEREOF
AS DIRECTED BY LENDER OR ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER IN FORM
AND SUBSTANCE THAT WOULD BE SATISFACTORY TO A PRUDENT LENDER (INCLUDING, WITHOUT
LIMITATION, SUCH INSTRUMENTS AS MAY BE REQUIRED BY THE DEPOSITORY INSTITUTION
HOLDING SUCH SECURITIES OR BY 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
COLLATERAL A FIRST PRIORITY SECURITY INTEREST THEREIN IN FAVOR OF LENDER IN
CONFORMITY WITH ALL APPLICABLE STATE AND FEDERAL LAWS GOVERNING THE GRANTING OF
SUCH SECURITY INTERESTS.
2.5.3
SUCCESSOR BORROWER.
IN CONNECTION WITH ANY DEFEASANCE
EVENT, BORROWER MAY AT ITS OPTION, OR IF SO REQUIRED BY THE APPLICABLE RATING
AGENCIES SHALL, ESTABLISH OR DESIGNATE A SUCCESSOR ENTITY (THE "SUCCESSOR
BORROWER") ACCEPTABLE TO LENDER, WHICH 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.
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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.
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 MORTGAGE 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
MORTGAGE.
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 MORTGAGE.
(B)
IN CONNECTION WITH THE RELEASE OF THE
MORTGAGE, 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