Common use of Defeasance Requirements Clause in Contracts

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.

Defeasance Requirements. (a) Subject to Section 2.6Provided that no Default or Event of Default has occurred and is continuing, ----------------------- ------- --- commencing on the Loan date which is two (2) years after the Start-Up Day (but only before the Optional Prepayment Date), Borrower may be defeased voluntarily defease (A) in whole, all of the Loan or (B) in partpart of the Loan on a Facility-by-Facility basis, or (C) part of the Loan on a non-Facility-by-Facility basis, but only pursuant to Section 5.1(b)(P5.1(p); . (b) Any defeasance of the Loan by Borrower shall be made on a Payment Date. (c) Borrower shall not be permitted at any time to defease all or any part of the Loan except as expressly provided that Operatorin this Section. (d) Subject to the terms and conditions of this Agreement, Borrower may defease the Loan if Borrower: (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, and (v) intentionally omittedin the case of a defeasance in part on a Facility-by-Facility basis, provides to Lender evidence satisfactory to Lender that the Defeasance Debt Service Coverage Ratio for all remaining Facilities (viafter giving effect to the defeasance and calculated on the basis of the prior twelve (12) intentionally omittedcalendar months) shall be equal to or greater than the greater of (x) 1.35 and (y) the Debt Service Coverage Ratio (calculated on the basis of the prior twelve (12) calendar months) for all Facilities as of the Payment Date immediately preceding the Defeasance Release Date, and (viivi) 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 each relevant 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) Related Mortgage in a form appropriate for the each jurisdiction in which the relevant Mortgaged Property is located, (C) an Officer's Certificate of Operator Borrower certifying that the requirements set forth in this Section have been satisfiedsatisfied including, without limitation, that no Default or Event of Default has occurred and is continuing, (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 in and Lien on the deposits required pursuant to this Section and a first priority perfected lien security interest in and Lien on the U.S. Obligations purchased pursuant hereto and the proceeds thereof purchased hereunder Proceeds thereof, 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..

Defeasance Requirements. (a) Five (5) years after the Closing Date, Borrower may voluntarily defease all of the Loan and the Related Loans. (b) Any defeasance of the Loan and the Related Loans by Borrower shall be made on a Payment Date. (c) Borrower shall not be permitted at any time to defease all or any part of the Loan or the Related Loans except as expressly provided in this Section 6.14. (d) Subject to Section 2.6the terms and conditions of this Deed of Trust, ----------------------- ------- --- Borrower may defease the Loan may be defeased (A) in whole, or (B) in part, but only pursuant to Section 5.1(b)(P); provided that Operatorand the Related Loans if Borrower: (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, has provided 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 outstanding principal amount of the Loan and the Related Loans to and including the Defeasance Release Date, (iii) pays all other sums then due and payable under the Loan Documents and the Related 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 LenderLender and Borrower, creating a first priority perfected Lien on the deposits required pursuant to this Section 6.14 and the U.S. Obligations purchased on behalf of Borrower in accordance with this Section 6.14 (the "Defeasance Security Agreement"), (B) for -------- --------- execution by the Lender, a release of the Mortgaged Property from the liens lien of the Mortgages and the Assignments Deed of Leases and the other Loan Documents (including, without limitation, liens on fixtures) Trust in a form appropriate for the jurisdiction in which the Mortgaged Property is located, to be executed by Lender, (C) an Officerofficer's Certificate certificate of Operator Borrower certifying that the requirements set forth in this Section 6.14 have been satisfied, and (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 includingrequest, 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 (yvi) a certificate from an Independent certified public accountant certifying that assigns to such other entity or entities established or designated by Lender (the amounts of the U.S. Obligations comply with "Successor Obligor") all of the requirements of this Loan Agreement. The U.S. Obligations shall mature on or be redeemableBorrower's rights, or provide for payment thereon, on or prior to the Business Day preceding the date on which payments interests and obligations under the Note are due and payable Note, each Related Note, the other Loan Documents and the proceeds thereof shall be payable directly to other Related Loan Documents and the Cash Collateral Account. In connection Defeasance Security Agreement together 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 pledged U.S.

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

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

Defeasance Requirements. (a) Subject Provided that no Default or Event of Default has occurred, after the earlier to Section 2.6occur of (i) two (2) years after the Start-Up Day and (ii) four (4) years after the Closing Date (but only before the Optional Prepayment Date), ----------------------- ------- --- the Loan Borrower may be defeased voluntarily defease (A) in whole, all of the Loan or (B) in partpart of the Loan on a Facility-by-Facility basis, or (C) part of the Loan on a non-Facility- by-Facility basis, but only pursuant to Section 5.1(b)(P5.1(p); provided that Operator. ------- ------ (b) Any defeasance of the Loan by Borrower shall be made on a Payment Date. (d) Subject to the terms and conditions of this Agreement, Borrower may defease the Loan if Borrower: (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 ------- --------- 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, and (v) intentionally omittedin the case of a defeasance in part on a Facility-by-Facility basis, provides to Lender evidence satisfactory to Lender that the Defeasance Debt Service Coverage Ratio for all Facilities (viafter giving effect to the defeasance and calculated on the basis of the prior twelve (12) intentionally omittedcalendar months) shall be greater than the greater of (x) 1.40 and (y) the Debt Service Coverage Ratio (calculated on the basis of the prior twelve (12) calendar months) for all Facilities as of the Payment Date immediately preceding the Defeasance Release Date, and (viivi) 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 each relevant 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) Related Mortgage in a form appropriate for the each jurisdiction in which the relevant Mortgaged Property is located, (C) an Officer's Certificate of Operator Borrower certifying that the requirements set forth in this Section have been satisfied------- satisfied including, without limitation, that no Default or Event of Default has occurred, (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 in and Lien on the deposits required pursuant to this Section and a first ------- priority perfected lien security interest in and Lien on the U.S. Obligations purchased pursuant hereto and the proceeds thereof purchased hereunder Proceeds thereof, 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..

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.