Common use of Defeasance Requirements Clause in Contracts

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 the terms and conditions of this Deed of Trust, Borrower may defease the Loan and the Related Loans if Borrower: (i) has provided not less than thirty (30) days prior written notice to 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 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 Lender an amount equal to the Defeasance Deposit, (v) delivers to Lender (A) a security agreement, in form and substance satisfactory to Lender 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) a release of the Mortgaged Property from the lien of the Deed of Trust in a form appropriate for the jurisdiction in which the Mortgaged Property is located, to be executed by Lender, (C) an officer's certificate of Borrower certifying that the requirements set forth in this Section 6.14 have been satisfied, and (D) such other certificates, documents or instruments as Lender may reasonably request, and (vi) assigns to such other entity or entities established or designated by Lender (the "Successor 57 62

Defeasance Requirements. (a) Five Two (52) 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 the terms and conditions of this Deed of Trust, Borrower may defease the Loan and the Related Loans if Borrower: (i) has provided not less than thirty (30) days prior written notice to 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 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 Lender an amount equal to the Defeasance Deposit, (v) delivers to Lender (A) a security agreement, in form and substance satisfactory to Lender 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) a release of the Mortgaged Property from the lien of the Deed of Trust in a form appropriate for the jurisdiction in which the Mortgaged Property is located, to be executed by Lender, (C) an officer's certificate of Borrower certifying that the requirements set forth in this Section 6.14 have been satisfied, and (D) such other certificates, documents or instruments as Lender may reasonably request, and (vi) assigns to such other entity or entities established or designated by Lender (the "Successor 57 62and

Defeasance Requirements. (a) Five Provided that no Default or Event of Default has occurred, after the earlier to occur of (5i) two (2) years after the Start-Up Day and (ii) three (3) years after the Closing Date (but only before the Optional Prepayment Date), Borrower may voluntarily defease (A) all of the Loan and or (B) part of the Related LoansLoan on a Parcel-by-Parcel basis, or (C) part of the Loan on a non- Parcel-by-Parcel basis, but only pursuant to Section 5.1(P). (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 6.14Section. (d) Subject to the terms and conditions of this Deed of TrustAgreement, Borrower may defease the Loan and the Related Loans if Borrower: (i) has provided provides, in the case of a defeasance pursuant to Section 5.1(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 outstanding principal amount of the Loan and the Related Loans Principal Indebtedness 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, and (v) in the case of a defeasance in part on a Parcel-by-Parcel basis, provides to Lender evidence satisfactory to Lender that the Defeasance Debt Service Coverage Ratio for all Parcels (after giving effect to the defeasance and payment of the Defeasance Deposit and calculated on the basis of the prior twelve (12) calendar months) shall be greater than the greater of (x) 1.20:1 and (y) the Debt Service Coverage Ratio (calculated on the basis of the prior twelve (12) calendar months) for all Parcels as of the Payment Date immediately preceding the Defeasance Release Date, and (vi) delivers to the Lender (A) a security agreement, in form and substance satisfactory to Lender and BorrowerLender, 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 each relevant Parcel from the lien of the Deed of Trust Mortgage in a form appropriate for the each jurisdiction in which the Mortgaged Property relevant Parcel is located, to be executed by Lender, (C) an officerOfficer's certificate Certificate of Borrower certifying that the requirements set forth in this Section 6.14 have been satisfiedsatisfied including, without limitation, that no Default or Event of Default has occurred, (D) an opinion of Borrower's counsel in form and substance 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 security interest in and Lien on the U.S. Obligations purchased pursuant hereto and the Proceeds thereof, and (Dy) 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 requestrequest 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 (viy) assigns to such other entity or entities established or designated by Lender (a certificate from an Independent certified public accountant certifying that the "Successor 57 62amounts of the U.S. Obligations comply with all of the requirements of this Loan Agreement.

Defeasance Requirements. Provided that as of the Release Date no Event of Default exists, Borrower may cause the release of the Property from the lien of the Mortgage and the other Loan Documents (“Defeasance”) on any Payment Date following the date that is two (2) years and fifteen (15) days after the “startup day” within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended (together with any successor statute and the related Treasury Department Regulations including temporary regulations, the “Code”) of any REMIC Trust upon Borrower’s satisfaction of the following conditions: (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 the terms and conditions of this Deed of Trust, Borrower may defease the Loan and the Related Loans if Borrower: (i) has provided provide Lender not less than thirty (30) days days’ prior written notice to Lender specifying a Payment Date (such date, or any extended date upon which Borrower and Lender may mutually agree is referred to herein as the "Defeasance “Release Date"”) on which the Defeasance Collateral (as hereinafter defined) is to be delivered; (b) On the Release Date Borrower shall pay in full all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including all costs and expenses (including attorneys’ fees) incurred by Lender or its servicers or other agent(s) or to or on behalf of any rating agencies or other third parties in connection with such release and related transactions (including the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement (as hereinafter defined) and related documentation), together with a defeasance processing fee in an amount equal to one-half of one percent (0.5%) of the then Outstanding Principal Balance but in no event less than (A) $7,500 or greater than (B) $20,000; and (c) Borrower shall deliver the following, all of which must be satisfactory to Lender, at or prior to the release of the Property and substitution of the Defeasance Collateral: (i) Direct, non-callable and non-redeemable securities evidencing an obligation to pay principal and interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged (the “Defeasance Collateral”) in amounts sufficient to pay all scheduled principal and interest payments provided required under the Note, which securities provide for payments prior, but as close as possible, to the Business Day prior to each successive Payment Date occurring after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Payment required to be made hereunder for the balance of the term hereof plus the amount required to be paid on the Maturity Date (the “Scheduled Defeasance Payments”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to Lender (including such instruments as may be required by the depository institution or other entity holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement (as hereinafter defined) a valid, first priority lien and security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interest; (ii) any and all agreements, certificates, opinions, documents or instruments required by Lender in connection with the Defeasance including (a) a pledge and security agreement, in form and substance satisfactory to Lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), and (b) any and all agreements, certificates, opinions, documents, or instruments required by Lender that affect or relate in any way to the maintenance by any REMIC Trust of its qualification and status for tax purposes as a REMIC; (iii) a certificate of Borrower certifying that (A) all of the requirements set forth in this Section 2.7 have been satisfied, (B) the transactions that are being carried out pursuant to this Section 2.7 (including specifically the release of the lien of the Mortgage) are being effected to facilitate the disposition of the Property or any other customary commercial transaction and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages, and (C) the amounts of the Defeasance Collateral comply with all the requirements of this section including the requirement that the Defeasance Collateral shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be paid under the Note through the Maturity Date; (iv) an opinion of counsel for Borrower, delivered by counsel acceptable to Lender, stating, among other things but without substantive qualification, that (1) Lender has a valid, duly perfected, first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms and that the delivery of the Defeasance collateral to Lender does not constitute a fraudulent or preferential or other avoidable transfer under applicable bankruptcy and nonbankruptcy law, (2) neither the Defeasance nor any other transaction that occurs pursuant to the provisions of this Section 2.7.1 has caused or will cause the Loan (including for this purpose the Loan Documents) to cease to be a “qualified mortgage” within the meaning of Section 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or superseded from time to time) or under any other provision of the Code or otherwise, and (3) the tax qualification and status of any REMIC Trust or any other entity that holds the Note will not be adversely impaired or affected as a result of the Defeasance and/or any other transaction that occurs pursuant to the provisions of this Section 2.7.1. The opinions set forth in clauses (ii) and (iii) below are above may, in Lender’s discretion, be rendered by counsel to Lender at Borrower’s sole cost and expense; (v) a certificate and opinion delivered by an independent certified public accounting firm acceptable to Lender certifying that the amounts of the Defeasance Collateral comply with all the requirements of this Section including the requirement that the Defeasance Collateral shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be made and paid under the deposit provided Note through the Maturity Date. Upon Lender’s request, such accounting firm shall also certify the change in clause (iv) below is to be made, (ii) pays all interest accrued and unpaid on the outstanding principal amount yield of the Loan and the Related Loans to and including that results from the Defeasance Release Dateand any other transactions that occur pursuant to the provisions of this Section 2.7.1, including supporting computations which shall be made in a manner that is consistent with the provisions of Treasury Regulation Sections 1.1001-3(e)(1) and (iii2); (vi) pays all other sums Upon Lender’s request, written confirmation from the rating agencies that have rated any of the securities issued by any REMIC Trust to the effect that the Defeasance will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance for any rated securities then due and payable under outstanding or a waiver from any such rating agency stating that it has declined to review the Loan Documents and the Related Loan DocumentsDefeasance. If required by any rating agency or Lender, (iv) deposits a non-consolidation opinion with Lender an amount equal respect to the Defeasance Deposit, Obligor (vas hereinafter defined) delivers to Lender (A) a security agreement, in form and substance satisfactory to Lender and Borrower, creating a first priority perfected Lien on the deposits required pursuant such rating agency; and (vii) Borrower shall (unless otherwise agreed 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"writing by Lender), (B) a release at Borrower’s expense, assign all of its obligations under this Note, together with the Mortgaged Property from the lien of the Deed of Trust in a form appropriate for the jurisdiction in which the Mortgaged Property is locatedDefeasance Collateral, to be executed by Lender, a successor entity (C“Defeasance Obligor”) an officer's certificate of Borrower certifying that the requirements set forth in this Section 6.14 have been satisfied, and (D) such other certificates, documents or instruments as Lender may reasonably request, and (vi) assigns to such other entity or entities established or designated by Lender (which may include an entity that is owned and/or controlled by Lender) that is a single purpose, bankruptcy remote entity as determined by Lender in its discretion. The Defeasance Obligor shall execute an assumption agreement pursuant to which it shall assume Borrower’s obligations under the "Successor 57 62Note, the Loan Documents, and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (1) deliver to Lender an opinion of counsel delivered by counsel acceptable to Lender stating, among other things, that such assumption agreement has been duly authorized and is enforceable against Borrower and the Defeasance Obligor in accordance with its terms, that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, have been duly authorized and are enforceable against the Defeasance Obligor in accordance with their respective terms, and that the delivery of the Defeasance Collateral to the Defeasance Obligor does not constitute a fraudulent or preferential or other avoidable transfer under applicable bankruptcy and nonbankruptcy law and that, in the event of Borrower’s bankruptcy, neither the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s bankruptcy estate under Section 541 of the Bankruptcy Code or any similar statute and (2) pay all costs and expenses including attorneys’ fees incurred by Lender or its servicer or other agent(s) in connection with such assignment and assumption (including 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 under the Note, the Defeasance Security Agreement and the other Loan Documents, other than those obligations that are specifically intended to survive the payment of the Note and the termination, satisfaction or assignment of the Note, the Defeasance Security Agreement or the other Loan Documents or the exercise of Lender’s rights and remedies under any of such documents and instruments.