PURCHASE THE DEFEASANCE COLLATERAL.
(D)
IN CONNECTION WITH THE DEFEASANCE DEPOSIT, BORROWER HEREBY
AUTHORIZES AND DIRECTS LENDER USING THE MEANS AND SOURCES CUSTOMARILY EMPLOYED
AND AVAILABLE TO LENDER TO USE THE DEFEASANCE DEPOSIT TO PURCHASE FOR THE
ACCOUNT OF BORROWER THE DEFEASANCE COLLATERAL. FURTHERMORE, THE DEFEASANCE
COLLATERAL SHALL BE ARRANGED SUCH THAT PAYMENTS RECEIVED FROM SUCH DEFEASANCE
COLLATERAL SHALL BE PAID DIRECTLY TO LENDER TO BE APPLIED ON ACCOUNT OF THE
INDEBTEDNESS OF THIS NOTE. ANY PART OF THE DEFEASANCE DEPOSIT IN EXCESS OF THE
AMOUNT NECESSARY TO PURCHASE THE DEFEASANCE COLLATERAL AND TO PAY THE OTHER AND
RELATED COSTS BORROWER IS OBLIGATED TO PAY UNDER THIS SECTION 1.5 SHALL BE
REFUNDED TO BORROWER.
(II)
UPON COMPLIANCE WITH THE REQUIREMENTS OF SUBSECTION 1.5(D)(I), THE
PROPERTY SHALL BE RELEASED FROM THE LIEN OF THE SECURITY INSTRUMENT AND THE
OTHER LOAN DOCUMENTS, AND THE DEFEASANCE COLLATERAL SHALL CONSTITUTE COLLATERAL
WHICH SHALL SECURE THIS NOTE AND ALL OTHER OBLIGATIONS UNDER THE LOAN DOCUMENTS.
LENDER WILL, AT BORROWER'S EXPENSE, EXECUTE AND DELIVER ANY AGREEMENTS
REASONABLY REQUESTED BY BORROWER TO RELEASE THE LIEN OF THE SECURITY INSTRUMENT
FROM THE PROPERTY.
(III)
UPON THE RELEASE OF THE PROPERTY IN ACCORDANCE WITH THIS
SECTION 1.5(D), BORROWER SHALL ASSIGN ALL ITS OBLIGATIONS AND RIGHTS UNDER THIS
NOTE, TOGETHER WITH THE
6
PLEDGED DEFEASANCE COLLATERAL, TO A NEWLY CREATED SUCCESSOR ENTITY WHICH
COMPLIES WITH THE TERMS OF SECTION 2.29 OF THE SECURITY INSTRUMENT DESIGNATED BY
LENDER IN ITS SOLE DISCRETION. SUCH SUCCESSOR ENTITY SHALL EXECUTE AN ASSUMPTION
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO LENDER IN ITS SOLE DISCRETION
PURSUANT TO WHICH IT SHALL ASSUME BORROWER'S OBLIGATIONS UNDER THIS NOTE AND THE
DEFEASANCE SECURITY AGREEMENT. AS CONDITIONS TO SUCH ASSIGNMENT AND ASSUMPTION,
BORROWER SHALL (X) DELIVER TO LENDER AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO A PRUDENT LENDER AND DELIVERED BY COUNSEL SATISFACTORY TO A
PRUDENT LENDER STATING, AMONG OTHER THINGS, THAT SUCH ASSUMPTION AGREEMENT IS
ENFORCEABLE AGAINST BORROWER AND SUCH SUCCESSOR ENTITY IN ACCORDANCE WITH ITS
TERMS AND THAT THIS NOTE AND THE DEFEASANCE SECURITY AGREEMENT AS SO ASSUMED,
ARE ENFORCEABLE AGAINST SUCH SUCCESSOR ENTITY IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, AND (Y) PAY ALL COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED
TO, LEGAL FEES) INCURRED BY LENDER OR ITS AGENTS IN CONNECTION WITH SUCH
ASSIGNMENT AND ASSUMPTION (INCLUDING, WITHOUT LIMITATION, THE REVIEW OF THE
PROPOSED TRANSFEREE AND THE PREPARATION OF THE ASSUMPTION AGREEMENT AND RELATED
DOCUMENTATION). UPON SUCH ASSUMPTION, BORROWER SHALL BE RELIEVED OF ITS
OBLIGATIONS HEREUNDER, UNDER THE OTHER LOAN DOCUMENTS OTHER THAN AS SPECIFIED IN
SECTION 1.5(D)(I)(C)(7) ABOVE AND UNDER THE DEFEASANCE SECURITY AGREEMENT (OR
OTHER DEFEASANCE DOCUMENT).
SECTION 1.6
SECURITY. THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND
THE OBLIGATIONS CREATED HEREBY ARE SECURED BY, AMONG OTHER THINGS, THAT CERTAIN
MORTGAGE, DEED OF TRUST OR DEED TO SECURE DEBT, SECURITY AGREEMENT AND FIXTURE
FILING (THE "SECURITY INSTRUMENT") FROM BORROWER FOR THE BENEFIT OF LENDER,
DATED OF EVEN DATE HEREWITH, COVERING THE PROPERTY. THE SECURITY INSTRUMENT,
TOGETHER WITH THIS NOTE AND ALL