Partial Defeasance Clause Samples
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Partial Defeasance. Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 below, have the right to defease a portion of the Loan (a “Partial Defeasance”) upon satisfaction of the following conditions:
(i) Borrower shall provide Lender at least thirty (30) days’ prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial Defeasance;
(ii) Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents;
(iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d) hereof;
(iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d). A Defeased Note may not be the subject of any further defeasance;
(v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral;
(vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority securit...
Partial Defeasance. Subject to the requirements of Section 6.03 of this Indenture, the Corporation may create a defeasance escrow for the retirement and defeasance of any Bonds subject to and in accordance with Section 2.02(a) hereof, except that the obligations to all Owners need not be satisfied in whole and the lien and security interest of the Trustee hereunder for the benefit of the Bonds which have not been defeased shall not terminate. Thereafter, the Owners of such Defeased Bonds shall cease to be entitled to any benefit or security under this Indenture except the right to receive payment of the funds held in such defeasance escrow and other rights which by their nature cannot be satisfied prior to or simultaneously with termination of the lien of this Indenture.
Partial Defeasance. The Loan is cross-collateralized with certain other loans, subject to the terms of the Master Cross-Collateralization Agreement. The Master Cross-Collateralization Agreement provides that, under certain circumstances, a borrower named therein may obtain the release of the mortgage securing a particular loan, subject to (i) the prepayment or defeasance, as applicable, of the amount of the outstanding indebtedness under such loan, and (ii) on a pro-rata basis, the prepayment or defeasance, as applicable, of the indebtedness of the other loans remaining outstanding under the Master Cross-Collateralization Agreement in the total amount of the “Release Price” or “Defeasance Release Price” defined in the Master Cross-Collateralization Agreement. During the Defeasance Period, Borrower will have the right to partially defease the Loan in the amount of any part of a “Defeasance Release Price” allocated to the Loan subject to the provisions of Section 44.
Partial Defeasance. Upon IRSA PC’s exercise of the option provided in Section 11.1 to have this Section 11.3 applied to all the Outstanding Securities of any Series denominated in U.S. dollars and having a fixed rate of interest, except as otherwise may be provided pursuant to the terms of the Securities established pursuant to Section 2.3: IRSA PC shall be released from its obligations under Sections 3.14 and 3.15 and the occurrence of any event with respect to such Series of Securities specified in Section 4.1(b) shall not be deemed an Event of Default (but only insofar as such event relates to the obligations under Sections 3.14 and 3.15 from which IRSA PC has been expressly released pursuant to Section 11.3(i)), in each case, on and after the date the conditions set forth in Section 11.4 are satisfied with respect to such Series of Securities (hereinafter, “partial defeasance”). For this purpose, partial defeasance means that IRSA PC may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such paragraph to the extent specified above, whether directly or indirectly by reason of any reference elsewhere herein or in the Securities to any such paragraph or by reason of any reference in any such paragraph to any other provision herein or in the Securities of such Series or in any other document, but the remainder of IRSA PC’s obligations shall be unaffected thereby.
Partial Defeasance. Upon the Company’s exercise of the option provided in Section 10.1 to have this Section 10.3 applied to all the Outstanding Notes: (i) the Company shall be released from its obligations under Sections 3.3, 3.10, 3.12, 3.13, 3.14, 3,15, 3.16, 3.17, 3.18, 3.19, 3.20 and Article IV and (ii) the occurrence of any event with respect to such Notes specified in Section 5.1(b) and (c) shall not be deemed an Event of Default (but only insofar as such event relates to the obligations from which the Company has been expressly released pursuant to Section 10.3(i)), in each case, on and after the date the conditions set forth in Section 10.4 are satisfied (hereinafter, “Partial Defeasance”). For this purpose, Partial Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such paragraph to the extent specified above, whether directly or indirectly by reason of any reference elsewhere herein or in the Notes to any such paragraph or by reason of any reference in any such paragraph to any other provision herein or in the Notes or in any other document, but the remainder of the Company’s obligations shall be unaffected thereby.
Partial Defeasance. Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time after the REMIC Prohibition Period to voluntarily defease a portion of the Loan and obtain a release of the lien of the Mortgage as to any Parcel by providing Lender with the Partial Defeasance Collateral (hereinafter, a "PARTIAL DEFEASANCE EVENT") upon satisfaction of the following conditions precedent:
Partial Defeasance. Pursuant to Section 2.7, in connection with obtaining a Release of any Individual Property comprising the Property, Borrower is required to partially defease an amount of the outstanding principal of the Loan equal to the applicable Release Amount for the Individual Property in question. In connection with each such partial Release, the Note (or Undefeased Note after the first such partial release) shall be split into two (2) substitute notes, one (1) such substitute note having a principal balance equal to the Release Amount for the Individual Property being released (the “Defeased Note”) and the other note having a principal balance equal to outstanding principal balance of the entire Note (or Undefeased Note after the first such partial release) less the amount of the Defeased Note (the “Undefeased Note”). In all other respects, the Defeased Note and Undefeased Note (or the new “Undefeased Note,” as the case may be) shall be identical to the Note. The Defeased Note and
Partial Defeasance. Upon the Issuer's exercise of the option provided in Section 10.1. applicable to this Section 10.3., the Issuer shall be released from its obligations under Article Three except Sections 3.4. (other than clause (i) thereof), 3.17. and 3.18. and to have the occurrence of any of the following events not constitute Events of Default; any event specified in Section 4.1.(ii), (iii), (iv), (v), (vi) and (vii) (but with respect to Section 4.1.(ii) and (iii) only insofar as such clauses relate to obligations under Article Three from which the Issuer has been released as described in this Section 10.3.). For this purpose, such partial defeasance means that the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or clause, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or clause to any other provision herein or in any other document, but the remainder of this Indenture and the Notes of such Series shall be unaffected thereby.
Partial Defeasance. After the Defeasance Lockout Period, each Loan may be defeased in part and any one or more of the underlying Properties may be released and replaced with U.S. treasury securities in the amount of 125% of the aggregate allocated loan amounts of the Property(ies) to be released (which allocated loan amounts shall be agreed upon by Sponsor and M▇▇▇▇▇▇ L▇▇▇▇ prior to closing), provided that Borrower complies with standard defeasance provisions for loans of this type, including the requirement that after such partial defeasance the DSCR on the applicable Loan is equal to or greater than the DSCR at the time of closing and immediately prior to such partial defeasance and the requirement that after such partial defeasance the RevPAR penetration for the Properties secured by the applicable Loan is equal to or greater than the RevPAR penetration at the time of closing and immediately prior to such partial defeasance (“Standard Defeasance Provisions”).
Partial Defeasance. (i) Notwithstanding any provisions of this Section 4 to the contrary, at any time commencing with the sooner of (x) the date which is twenty-five (25) months after the "startup day," as referenced above, or (y) the forty-ninth (49th) full calendar month following final distribution of the Loan proceeds, and provided no Event of Default has occurred hereunder or under any of the Loan Documents which is not cured within any applicable grace period or cure period, the Borrower may cause the release of any Individual Property (as defined in the Loan Agreement) (such Individual Property being referred to herein as the "Release Parcel") from the Lien of the Security Instrument and the other Loan Documents upon the satisfaction of the following conditions:
(A) Borrower shall provide Lender not less than sixty (60) (but no more than one hundred twenty (120)) days prior written notice specifying (1) a Scheduled Payment Date (the "Partial Defeasance Date") on which Borrower shall have satisfied the conditions in this Section 4(c) and shall effect the defeasance, and (2) the Release Parcel to be released from the Lien of the Security Instrument;
(B) all accrued and unpaid interest and all other sums due under this Note and under the other Loan Documents up to the Partial Defeasance Date, including, without limitation, all reasonable fees, costs and expenses incurred by the Lender and its agents in connection with such release (including, without limitation, the review of the materials described in subsection