Defeasance Note definition
Examples of Defeasance Note in a sentence
Any such application to the Debt shall be without any prepayment consideration except that if an Event of Default has occurred then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.4 hereof if a Defeasance Note in the amount so prepaid was to be entered into by Borrower and any amount then payable under the last sentence of Section 2.3.
Any such application to the Debt shall be without any prepayment consideration except that if an Event of Default has occurred, then Borrower shall pay to Lender an additional amount equal to the Yield Maintenance Premium, if any, that would be required under Section 2.4 hereof if a Defeasance Note in the amount so prepaid was to be entered into by Borrower and any amount then payable under the last sentence of Section 2.3.
For purposes of determining the principal balance of each individual Undefeased Note, the principal amount of each Defeasance Note shall be applied on a pro rata basis to reduce the principal amount of each Undefeased Note.
Pledgor acknowledges that it has requested the endorsement of the Defeasance Note and the assignment of the Mortgage to Pledgee in order to facilitate the disposition of the Real Property in compliance with all applicable laws and regulations regarding the payment of certain New York mortgage recording taxes.
Such Defeasance Obligor shall assume the obligations under the Defeasance Note and any Defeasance Security Agreement as well as under such provisions of the Loan Documents as Lender may designate, in each case pursuant to an assumption agreement in form and substance satisfactory to Lender.
In connection with any Defeasance hereunder, Borrower may, or at the option of Lender shall, in each instance at Borrower's expense, establish or designate a successor entity acceptable to Lender in its sole and absolute discretion (the "Defeasance Obligor") and in such event, Borrower shall transfer and assign all of its obligations, rights and duties under and to the Defeasance Note together with the Defeasance Collateral to such Defeasance Obligor.
Pledgor represents, warrants and covenants that the Defeasance Note is identical in all material respects to the Mortgage Note, and each of Pledgor and Successor Borrower intend to report and treat, and shall report and treat, the Defeasance Note as a continuation of the Mortgage Note, and not as new indebtedness for all federal, state and local income tax purposes.
Without limitation of the foregoing, Borrower shall pay on demand any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the creation of the Defeasance Note, the modification of the Note, and all costs of acquisition and administration of the Defeasance Collateral.
Borrower shall authorize and direct that the payments received from such obligations shall be made directly to Lender or Lender's designee and applied to satisfy the obligations of Borrower or, if applicable, Defeasance Obligor, under the Defeasance Note.
Lender shall withdraw, draw on or collect and apply the amounts that are on deposit in the Defeasance Collateral Account to pay when due the principal and all installments of interest and principal on the Defeasance Note.