TO THE SUCCESSOR BORROWER, THAT LENDER HAS A PERFECTED FIRST
PRIORITY SECURITY INTEREST IN THE DEFEASANCE DEPOSIT AND THE U.S. OBLIGATIONS
DELIVERED BY BORROWER AND THAT ANY REMIC TRUST FORMED PURSUANT TO A
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 SUCH DEFEASANCE EVENT;
(VIII)
IF REQUIRED PURSUANT TO THE APPLICABLE
POOLING AND SERVICING AGREEMENT OR BY THE RATING AGENCIES, BORROWER SHALL
DELIVER CONFIRMATION IN WRITING FROM EACH OF THE APPLICABLE RATING AGENCIES TO
THE EFFECT THAT SUCH RELEASE WILL NOT RESULT IN A DOWNGRADE, WITHDRAWAL OR
QUALIFICATION OF THE RESPECTIVE RATINGS IN EFFECT IMMEDIATELY PRIOR TO SUCH
DEFEASANCE EVENT FOR THE SECURITIES ISSUED IN CONNECTION WITH THE SECURITIZATION
WHICH ARE THEN OUTSTANDING.
IF REQUIRED BY THE APPLICABLE RATING AGENCIES,
BORROWER SHALL ALSO DELIVER OR CAUSE TO BE DELIVERED AN ADDITIONAL INSOLVENCY
OPINION WITH RESPECT TO THE SUCCESSOR BORROWER IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER AND THE APPLICABLE RATING AGENCIES;
(IX)
BORROWER SHALL DELIVER AN OFFICER'S
CERTIFICATE CERTIFYING THAT THE REQUIREMENTS SET FORTH IN THIS SECTION 2.5.1(A)
HAVE BEEN SATISFIED;
(X)
BORROWER SHALL DELIVER A
CERTIFICATE OF BORROWER'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT CERTIFYING
THAT THE U.S. OBLIGATIONS PURCHASED WITH THE
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DEFEASANCE DEPOSIT GENERATE MONTHLY AMOUNTS EQUAL TO OR GREATER THAN THE
SCHEDULED DEFEASANCE PAYMENTS;
(XI)
BORROWER SHALL DELIVER SUCH OTHER
CERTIFICATES, DOCUMENTS OR INSTRUMENTS AS LENDER MAY REASONABLY REQUEST; AND
(XII)
BORROWER SHALL PAY ALL COSTS AND
EXPENSES OF LENDER INCURRED IN CONNECTION WITH THE DEFEASANCE EVENT, INCLUDING
(A) ANY COSTS AND EXPENSES ASSOCIATED WITH A RELEASE OF THE LIEN OF THE MORTGAGE
AS PROVIDED IN SECTION 2.6 HEREOF, (B) REASONABLE ATTORNEYS' FEES AND EXPENSES
INCURRED IN CONNECTION WITH THE DEFEASANCE EVENT, (C) THE COSTS AND EXPENSES OF
THE RATING AGENCIES, (D) ANY REVENUE, DOCUMENTARY STAMP OR INTANGIBLE TAXES OR
ANY OTHER TAX OR CHARGE DUE IN CONNECTION WITH THE TRANSFER OF THE NOTE, OR
OTHERWISE REQUIRED TO ACCOMPLISH THE DEFEASANCE AND (E) THE COSTS AND EXPENSES
OF SERVICER AND ANY TRUSTEE, INCLUDING REASONABLE ATTORNEYS' FEES.
(B)
IN CONNECTION WITH THE DEFEASANCE EVENT,
BORROWER SHALL USE THE DEFEASANCE DEPOSIT TO PURCHASE U.S. OBLIGATIONS WHICH
PROVIDE PAYMENTS ON OR PRIOR TO, BUT AS CLOSE AS POSSIBLE TO, ALL SUCCESSIVE
SCHEDULED PAYMENT DATES AFTER THE DEFEASANCE DATE UPON WHICH INTEREST AND
PRINCIPAL PAYMENTS ARE REQUIRED UNDER THIS AGREEMENT AND THE NOTE, AND IN
AMOUNTS EQUAL TO THE SCHEDULED PAYMENTS DUE ON SUCH PAYMENT DATES UNDER THIS
AGREEMENT AND THE NOTE (INCLUDING, WITHOUT LIMITATION, SCHEDULED PAYMENTS OF
PRINCIPAL, INTEREST, SERVICING FEES (IF ANY), AND ANY OTHER AMOUNTS DUE UNDER
THE LOAN DOCUMENTS ON SUCH DATES) AND ASSUMING THE NOTE IS PAID IN FULL ON THE
MATURITY DATE (THE "SCHEDULED DEFEASANCE PAYMENTS").
ANY PORTION OF THE
DEFEASANCE DEPOSIT IN EXCESS OF THE AMOUNT NECESSARY TO PURCHASE THE U.S.
OBLIGATIONS REQUIRED BY THIS SECTION 2.5 AND SATISFY BORROWER'S OTHER
OBLIGATIONS UNDER THIS SECTION 2.5 AND SECTION 2.6 SHALL BE REMITTED TO
BORROWER.