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200507874 <br />in the case of a Defeased Note, or recalculated, in the case of an Undefeased Note, to fully amortize the <br />respective principal balances of each on a twenty-five (25) year schedule (commencing on the Closing <br />Date) utilizing level monthly payments of principal and interest; (5) a certificate, in form and substance <br />reasonably satisfactory to Lender from a nationally recognized Independent certified public accountant <br />confirrning that the requirements of this Section 15.01(b) have been satisfied; and (6) such other <br />certificates, documents, opinions or instruments as Lender may reasonably request. Borrower hereby <br />irrevocably appoints Lender as its agent and attorney -in -fact, coupled with an interest, for the purpose of <br />using the Defeasance Deposit to purchase Federal Obligations which provide Scheduled Defeasance <br />Payments, and Lender shall, upon receipt of the Defeasance Deposit, purchase such Federal Obligations on <br />behalf of Borrower. Borrower, pursuant to the Security Agreement or other appropriate document, shall <br />authorize and direct that the payments received from the Federal Obligations shall be made directly to <br />Lender and applied to satisfy the obligations of Borrower under the Defeased Note. The Defeased Note <br />and the Undefeased Note shall have identical terms as the Note, except for the principal balance. A <br />Defeased Note cannot be the subject of a further defeasance. <br />(v) The Rating Agencies shall have confirmed in writing that any rating issued by the Rating <br />Agencies in connection with the Securitization will not, as a result of the proposed defeasance, be <br />downgraded from the then current ratings thereof, qualified or withdrawn. <br />(vi) In the event of a defeasance of the Loan in whole, but not in part, if Borrower shall <br />continue to own any assets other than the Defeasance Deposit, Borrower shall establish or designate a <br />special - purpose bankruptcy- remote successor entity acceptable to Lender (the "Successor Borrower "), with <br />respect to which a substantive nonconsolidation opinion satisfactory in form and substance reasonably <br />satisfactory to Lender has been delivered to Lender and Borrower shall transfer and assign to the Successor <br />Borrower all obligations, rights and duties under the Note and the Security Agreement, together with the <br />pledged Defeasance Deposit. The Successor Borrower shall assume the obligations of Borrower under the <br />Note and the Security Agreement and Borrower shall be relieved of its obligations hereunder and <br />thereunder. Borrower shall pay Ten and No /100 Dollars ($10.00) to the Successor Borrower as <br />consideration for assuming such Borrower obligations. <br />(vii) In the event that Borrower desires to allocate all or any portion of a Defeasance Deposit <br />to reduce the Allocated Loan Amount of a specific Cross- collateralized Property, Borrower shall have <br />included in the notice required to be given pursuant to clause (i) of this Section 15.01(b) a statement <br />designating to which Cross - collateralized Property Borrower wishes to have such Defeasance Deposit <br />allocated. <br />(c) At any time on or subsequent to the Payment Date which is six (6) months prior to the Maturity <br />Date, Borrower may prepay the Loan, in whole, but not in part, as of the last day of an Interest Accrual Period, in <br />accordance with the following provisions: <br />(i) Lender shall have received from Borrower, not less than thirty (30) days', nor more than <br />ninety (90) days', prior written notice specifying the date proposed for such prepayment and the amount <br />which is to be prepaid which proposed date shall be a Payment Date. <br />(ii) Borrower shall also pay to Lender all interest due through and including the last day of <br />the Interest Accrual Period ending on the day prior to the Payment Date in which such prepayment is being <br />made, together with any and all other amounts due and owing pursuant to the terms of the Note, this <br />Security Instrument or the other Loan Documents. <br />(iii) No Event of Default shall have occurred and be continuing. <br />(iv) Any partial prepayment of the Principal Amount, including, without limitation, <br />Unscheduled Payments, shall be applied to the installments of principal last due hereunder and shall not <br />M <br />