Defeasance Requirements. (a) Subject to Section 2.6, ----------------------- ------- --- the Loan may be defeased (A) in whole, or (B) in part, but only pursuant to Section 5.1(b)(P); provided that Operator: (i) provides, in the case of a ------- --------- defeasance pursuant to Section 5.1(b)(P), not less than ten (10) days', and, in ------- --------- all other cases, not less than thirty (30) days prior written notice to the Lender specifying a Payment Date (the "Defeasance Release Date") on which the ---------- ------- ---- payments provided in clauses (ii) and (iii) below are to be made and the deposit provided in clause (iv) below is to be made, (ii) pays all interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, (iii) pays all other sums then due and payable under the Loan Documents, (iv) deposits with the Lender an amount equal to the Defeasance Deposit, (v) intentionally omitted, (vi) intentionally omitted, and (vii) delivers to the Lender (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority perfected Lien on the deposits required pursuant to this Section and the U.S. Obligations purchased on behalf of Borrower in accordance with this Section (the "Security Agreement"), (B) for -------- --------- execution by the Lender, a release of the Mortgaged Property from the liens of the Mortgages and the Assignments of Leases and the other Loan Documents (including, without limitation, liens on fixtures) in a form appropriate for the jurisdiction in which the Mortgaged Property is located, (C) an Officer's Certificate of Operator certifying that the requirements set forth in this Section have been satisfied, (D) an opinion of counsel from Borrower's or Operator's counsel in form and substance reasonably satisfactory to the Lender stating, among other things, (x) that, without qualification, the U.S. Obligations have been duly and validly assigned and delivered to Lender and Lender has a first priority perfected security interest on the deposits required pursuant to this Section and a first priority perfected lien on the U.S. Obligations and the proceeds thereof purchased hereunder and (y) that the defeasance will not adversely affect the status of any REMIC formed in connection with a Securitization, and (E) such other certificates, documents or instruments as the Lender may reasonably request including, without limitation, (x) written confirmation from the relevant Rating Agencies that such defeasance will not cause any Rating Agency to withdraw, qualify or downgrade the then- applicable rating on any security issued in connection with any Securitization and (y) a certificate from an Independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Loan Agreement. The U.S. Obligations shall mature on or be redeemable, or provide for payment thereon, on or prior to the Business Day preceding the date on which payments under the Note are due and payable and the proceeds thereof shall be payable directly to the Cash Collateral Account. In connection with the foregoing, Borrower and Operator each appoints the Lender as its agent for the purpose of applying the amounts delivered pursuant to clause (iv) above to purchase U.S.
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Samples: Loan Agreement (Brookdale Living Communities Inc), Loan Agreement (Brookdale Living Communities Inc)
Defeasance Requirements. (a) Subject to Section 2.6, ----------------------- ------- --- the Loan may be defeased (A) in whole, or (B) in part, but only pursuant to Section 5.1(b)(P); provided that Operator: (i) provides, in the case of a ------- --------- defeasance pursuant to Section 5.1(b)(P), not less than ten (10) days', and, in ------- --------- all other cases, not less than thirty (30) days prior written notice to the Lender specifying a Payment Date (the "Defeasance Release Date") on which the ---------- ------- ---- payments provided in clauses (ii) and (iii) below are to be made and the deposit provided in clause (iv) below is to be made, (ii) pays all interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, (iii) pays all other sums then due and payable under the Loan Documents, (iv) deposits with the Lender an amount equal to the Defeasance Deposit, (v) intentionally omitted, (vi) intentionally omitted, and (vii) delivers to the Lender (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority perfected Lien on the deposits required pursuant to this Section and the U.S. Obligations purchased on behalf of Borrower in accordance with this Section (the "Security Agreement"), (B) for -------- --------- execution by the Lender, a release of the Mortgaged Property from the liens of the Mortgages and the Assignments of Leases and the other Loan Documents (including, without limitation, liens on fixtures) in a form appropriate for the jurisdiction in which the Mortgaged Property is located, (C) an Officer's Certificate of Operator certifying that the requirements set forth in this Section have been satisfied, (D) an opinion of counsel from Borrower's or Operator's counsel in form and substance reasonably satisfactory to the Lender stating, among other things, (x) that, without qualification, the U.S. Obligations have been duly and validly assigned and delivered to Lender and Lender has a first priority perfected security interest on the deposits required pursuant to this Section and a first priority perfected lien on the U.S. Obligations and the proceeds thereof purchased hereunder and (y) that the defeasance will not adversely affect the status of any REMIC formed in connection with a Securitization, and (E) such other certificates, documents or instruments as the Lender may reasonably request including, without limitation, (x) written confirmation from the relevant Rating Agencies that such defeasance will not cause any Rating Agency to withdraw, qualify or downgrade the then- applicable rating on any security issued in connection with any Securitization and (y) a certificate from an Independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Loan Agreement. The U.S. Obligations shall mature on or be redeemable, or provide for payment thereon, on or prior to the Business Day preceding the date on which payments under the Note are due and payable and the proceeds thereof shall be payable directly to the Cash Collateral Account. In connection with the foregoing, Borrower and Operator each appoints the Lender as its agent for the purpose of applying the amounts delivered pursuant to clause (iv) above to purchase U.S.this
Appears in 1 contract
Defeasance Requirements. (a) Subject to Section 2.6, ----------------------- ------- --- the Loan may be defeased (A) in whole, or (B) in part, but only pursuant to Section 5.1(b)(P5.1(P); provided that OperatorBorrower: (i) provides, in the case of a ------- --------- defeasance pursuant to Section 5.1(b)(P5.1(P), not less than ten (10) days', and, in ------- --------- all other cases, not less than thirty (30) days prior written notice to the Lender specifying a Payment Date (the "Defeasance Release Date") on which the ---------- ------- ---- payments provided in clauses (ii) and (iii) below are to be made and the deposit provided in clause (iv) below is to be made, (ii) pays all interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, (iii) pays all other sums then due and payable under the Loan Documents, (iv) deposits with the Lender an amount equal to the Defeasance Deposit, (v) intentionally omitted, (vi) intentionally omitted, and (vii) delivers to the Lender (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority perfected Lien on the deposits required pursuant to this Section and the U.S. Obligations purchased on behalf of Borrower in accordance with this Section (the "Security Agreement"), (B) for -------- --------- execution by the Lender, a release of the Mortgaged Property from the liens lien of the Mortgages and the Assignments of Leases and the other Loan Documents (including, without limitation, liens on fixtures) Mortgage in a form appropriate for the jurisdiction in which the Mortgaged Property is located, (C) an Officer's Certificate of Operator Borrower certifying that the requirements set forth in this Section have been satisfied, (D) an opinion of counsel from Borrower's or Operator's counsel in form and substance reasonably satisfactory to the Lender stating, among other things, (x) that, without qualification, the U.S. Obligations have been duly and validly assigned and delivered to Lender and Lender has a first priority perfected security interest on the deposits required pursuant to this Section and a first priority perfected lien on the U.S. Obligations and the proceeds thereof purchased hereunder and (y) that the defeasance will not adversely affect the status of any REMIC formed in connection with a Securitization, and (E) such other certificates, documents or instruments as the Lender may reasonably request including, without limitation, (x) written confirmation from the relevant Rating Agencies that such defeasance will not cause any Rating Agency to withdraw, qualify or downgrade the then- then-applicable rating on any security issued in connection with any Securitization and (y) a certificate from an Independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Loan Agreement. The U.S. Obligations shall mature on or be redeemable, or provide for payment thereon, on or prior to the Business Day preceding the date on which payments under the Note are due and payable and the proceeds thereof shall be payable directly to the Cash Collateral Account. In connection with the foregoing, Borrower and Operator each appoints the Lender as its agent for the purpose of applying the amounts delivered pursuant to clause (iv) above to purchase U.S.in
Appears in 1 contract
Samples: Loan Agreement (Mark Centers Trust)
Defeasance Requirements. (a) Subject to Section 2.6, ----------------------- ------- --- the Loan may be defeased (A) in whole, or (B) in part, but only pursuant to Section 5.1(b)(P); provided that Operator: (i) provides, in the case of a ------- --------- defeasance pursuant to Section 5.1(b)(P), not less than ten (10) days', and, in ------- --------- all other cases, not less than thirty (30) days prior written notice to the Lender specifying a Payment Date (the "Defeasance Release Date") on which the ---------- ------- ---- payments provided in clauses (ii) and (iii) below are to be made and the deposit provided in clause (iv) below is to be made, (ii) pays all interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, (iii) pays all other sums then due and payable under the Loan Documents, (iv) deposits with the Lender an amount equal to the Defeasance Deposit, (v) intentionally omitted, (vi) intentionally omitted, and (vii) delivers to the Lender (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority perfected Lien on the deposits required pursuant to this Section and the U.S. Obligations purchased on behalf of Borrower in accordance with this Section (the "Security Agreement"), (B) for -------- --------- execution by the Lender, a release of the Mortgaged Property from the liens of the Mortgages and the Assignments of Leases and the other Loan Documents (including, without limitation, liens on fixtures) in a form appropriate for the jurisdiction in which the Mortgaged Property is located, (C) an Officer's Certificate of Operator certifying that the requirements set forth in this Section have been satisfied, (D) an opinion of counsel from Borrower's or Operator's counsel in form and substance reasonably satisfactory to the Lender stating, among other things, (x) that, without qualification, the U.S. Obligations have been duly and validly assigned and delivered to Lender and Lender has a first priority perfected security interest on the deposits required pursuant to this Section and a first priority perfected lien on the U.S. Obligations and the proceeds thereof purchased hereunder and (y) that the defeasance will not adversely affect the status of any REMIC formed in connection with a Securitization, and (E) such other certificates, documents or instruments as the Lender may reasonably request including, without limitation, (x) written confirmation from the relevant Rating Agencies that such defeasance will not cause any Rating Agency to withdraw, qualify or downgrade the then- applicable rating on any security issued in connection with any Securitization and (y) a certificate from an Independent certified public accountant certifying that the amounts of the U.S. Obligations comply with all of the requirements of this Loan Agreement. The U.S. Obligations shall mature on or be redeemable, or provide for payment thereon, on or prior to the Business Day preceding the date on which payments under the Note are due and payable and the proceeds thereof shall be payable directly to the Cash Collateral Account. In connection with the foregoing, Borrower and Operator each appoints the Lender as its agent for the purpose of applying the amounts delivered pursuant to clause (iv) above to purchase U.S.
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