Defeasance Opinion definition

Defeasance Opinion means an opinion of Bond Counsel, addressed to the Authority, the Trustee [and the Bond Insurer (unless waived)], to the effect that Bonds are no longer Outstanding under the Trust Agreement.
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Defeasance Opinion means an opinion of counsel in form and substance satisfactory to Lender’s Representative, from counsel approved by Xxxxxx’s Representative, stating, among other things, (A) that the Defeasance Collateral has been duly and validly assigned and delivered to Lender’s Representative and that Lender has a legal, valid, perfected, first priority lien on and security interest in the Defeasance Collateral, and (B) that if the holder of this Note shall at the time of the Release be a REMIC, (1) the Defeasance Collateral has been validly assigned to the REMIC trust which holds this Note (the “REMIC Trust”), (2) the Defeasance has been effected in accordance with the requirements of United States Treasury Department Regulation 1.860(G)-2(a)(8), as such regulation may be amended or substituted from time to time, and will not be treated as an exchange pursuant to Section 1001 of the United States Internal Revenue Code and (3) the tax qualification and status of the REMIC Trust as a REMIC will not be adversely affected or impaired as a result of the Defeasance;
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Defeasance Opinion means an opinion of Bond Counsel to the Authority to the effect that all of the outstanding 2005 Bonds have been legally defeased, using Seasoned Funds or the proceeds of the Bonds or amounts released from the Reserve Account (or the reserve account for the 2005 Bonds), and are no longer to be considered Outstanding under the 2005 Indenture and are no longer entitled to the benefits of the guarantee of the City under the first Amended and Restated Guarantee and Reimbursement Agreement, dated as of October 1, 2007.
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Examples of Defeasance Opinion in a sentence

  • Defeasance Opinion of Special Counsel with respect to the 2003B Certificates.

  • On or prior to the date of Bond Closing, the City Finance Director shall be provided legal opinions of counsel to the Authority and counsel to the Museum addressed to the City dated the date of Bond Closing, in form and substance acceptable to the City Finance Director, including without limitation, a Defeasance Opinion.

  • Defeasance Opinion of Special Counsel with respect to the 2003A Certificates.


More Definitions of Defeasance Opinion

Defeasance Opinion means an opinion prepared by counsel reasonably satisfactory to Lender stating, subject to customary assumptions and exceptions, (A) that the Defeasance Collateral and the proceeds thereof have been duly and validly assigned and delivered to Lender and that Lender has a valid, perfected lien and security interest in the Defeasance Collateral and the proceeds thereof, and (B) that the delivery of the Defeasance Collateral and the grant of a security interest therein to Lender will not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law.
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Defeasance Opinion means an opinion of Bond Counsel, addressed to the Authority and the Trustee, to the effect that Bonds are no longer Outstanding under this Indenture.
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Related to Defeasance Opinion

  • Defeasance Date shall have the meaning set forth in Section 2.5.1(a)(i) hereof.

  • Defeasance Event shall have the meaning set forth in Section 2.5.1(a) hereof.

  • Defeasance Loan Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.

  • Defeasance Agent means another financial institution which is eligible to act as Trustee hereunder and which assumes all of the obligations of the Trustee necessary to enable the Trustee to act hereunder. In the event such a Defeasance Agent is appointed pursuant to this Section, the following conditions shall apply:

  • Defeasance Period is defined in the Note, if applicable.

  • Covenant Defeasance Option is defined in Section 4.01(b) of the Indenture.

  • Legal Defeasance Option is defined in Section 4.01(b) of the Indenture.

  • Defeasance Securities means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the Commissioners Court adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the Commissioners Court adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any other then authorized securities or obligations under applicable State law that may be used to defease obligations such as the Bonds.

  • Defeasance Deposit means an amount equal to the remaining principal amount of the Note, the Defeasance Payment Amount, any costs and expenses incurred or to be incurred in the purchase of U.S. Obligations necessary to meet the Scheduled Defeasance Payments and 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 agreements of Sections 2.4 and 2.5 hereof (including, without limitation, any fees and expenses of accountants, attorneys and the Rating Agencies incurred in connection therewith).

  • Defeasance Collateral means: (i) a Xxxxxxx Mac Debt Security, (ii) a Xxxxxx Mae Debt Security, (iii) U.S. Treasury Obligations, or (iv) FHLB Obligations.

  • Defeasance Obligations means any of the following obligations:

  • Scheduled Defeasance Payments shall have the meaning set forth in Section 2.5.1(b) hereof.

  • Defeasance has the meaning specified in Section 1302.

  • Performance Option means an Incentive Stock Option or Nonqualified Stock Option, the grant of which or the exercisability of all or a portion of which is contingent upon the attainment of specified Performance Measures within a specified Performance Period.

  • Covenant Defeasance has the meaning specified in Section 1303.

  • Below Investment Grade Rating Event means the rating on the Notes is lowered in respect of a Change of Control and the Notes are rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended until the ratings are announced if during such 60 day period the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

  • Companion Loan Rating Agency Declination As defined in the definition of “Companion Loan Rating Agency Confirmation” in this Agreement.

  • Issuing and Paying Agency Agreement means the issuing and paying agency agreement described on the cover page of this Agreement, as such agreement may be amended or supplemented from time to time.

  • Corporate Rating an opinion issued by S&P of an obligor’s overall financial capacity (its creditworthiness) to pay its financial obligations.

  • Junior Subordinated Notes means the $__________ aggregate principal amount of the Depositor's Series __ ____% Junior Subordinated Notes due ____ __, ____, issued pursuant to the Subordinated Indenture.

  • Below Investment Grade Ratings Event means that on any day within the 60-day period (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, the Securities are rated below Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the ratings event).

  • Serviced Companion Loan Securities Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization Trust, which assets include a Serviced Companion Loan (or a portion thereof or interest therein).

  • Companion Loan Rating Agency Confirmation With respect to any matter involving the servicing and administration of a Serviced Companion Loan or any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.

  • Pari Passu Companion Loan A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column heading “Pari Passu Companion Loan(s),” each of which Notes evidences a separate Pari Passu Companion Loan.

  • Senior Subordinated Note Indenture the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9.

  • Companion Loan Rating Agency With respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the securitization of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.