Conditions to Substitution Sample Clauses

Conditions to Substitution. Subject to the terms and conditions set forth in this Section 2.7, Borrower may obtain a release of the Lien of a Mortgage and the related Loan Documents encumbering an Individual Property (each, a “Substituted Property” and collectively, the “Substituted Properties”) by substituting therefor another full service hotel property (a “Substitute Property”) of comparable or better quality and physical condition to that of the Substituted Property on the Closing Date acquired by Borrower (or owned by a subsidiary of Host that satisfies the then-current criteria of the Rating Agencies, as evidenced by written confirmation from the Rating Agencies that the inclusion of such subsidiary as a Borrower will not result in the qualification, downgrade or withdrawal of the then current ratings assigned to the Securities), provided that (a) during the course of the Loan, the Base Profit with respect to the Substituted Properties does not represent in the aggregate more than twenty-five percent (25%) of the lesser of the 1998 Base Profit for all of the Individual Properties and the Base Profit for all of the Individual Properties for the twelve (12) month period immediately preceding the date of substitution, (b) no such substitution may occur after the Effective Maturity Date, (c) such substitution shall not be allowed for the Marriott Marquis at any time during the term of the Loan, (d) the total Allocated Loan Amounts for the Substituted Properties is no more than twenty-five percent (25%) of the Loan Amount, (e) such substitution shall not be allowed for more than three (3) Individual Properties during the term of the Loan and (f) no such substitution shall be permitted prior to the earlier to occur of (i) the first anniversary of the Closing Date and (ii) the final Securitization involving this Loan. In addition, any such substitution shall be subject, in each case, to the satisfaction of the following conditions precedent: (a) Simultaneously with the substitution, the Individual Borrower that owns the Substituted Property shall convey fee simple title to the Substituted Property to a Person other than an Individual Borrower if such Individual Borrower will continue to own another Individual Property after such substitution. (b) Lender shall have received an appraisal of the Substitute Property dated no more than sixty (60) days prior to the substitution by an appraiser acceptable to the Rating Agencies, indicating an appraised value of the Substitute Property that i...

Conditions to Substitution. As conditions to its admission as a Member, an assignee, transferee or successor of a Member shall (a) execute and deliver any instruments, in form and substance satisfactory to the non-transferring Members, as the non-transferring Members reasonably request, and (b) pay all reasonable expenses in connection with its admission as a substituted Member.

Conditions to Substitution. 33 20.3 Conveyance to Lessee..................................................................... 34 20.4 Expenses................................................................................. 34

Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied (or waived by the Administrative Agent) as of the date of such substitution, after giving effect to such substitution, all other substitutions of Collateral Loans occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to: (i) such Substitute Loan is an Eligible Collateral Loan; (ii) each Collateral Quality Test is satisfied or, if it is not satisfied, maintained or improved and (y) the Borrowing Base Test is satisfied; (iii) the sum of the Asset Values of such Substitute Loans shall be equal to or greater than the sum of the Asset Values of the Collateral Loans being substituted for; (iv) no Default or Event of Default has occurred and is continuing (before or after giving effect to such substitution of Collateral Loans, all other substitutions occurring substantially concurrently and all sales or purchases of Collateral Loans previously or substantially concurrently committed to), unless such Default or Event of Default will be cured upon giving effect to such transactions and the application of the proceeds thereof; (v) the Borrower (or the Servicer acting on its behalf) shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Document Custodian the Required Loan Documents for such Substitute Loan;

Conditions to Substitution. As conditions to its admission as a Member, such assignee, transferee or successor shall pay all reasonable expenses in connection with its admission as a substituted Member.

Conditions to Substitution. As conditions to its admission as a Member (a) any assignee, transferee or successor of a Member shall execute and deliver such instruments, in form and substance satisfactory to the Managers, as the Managers shall deem necessary, and (b) such assignee, transferee or successor shall pay all reasonable expenses in connection with its admission as a substituted Member. No person shall be admitted to the Company as a Member unless (i) either (A) the Member interest or part thereof acquired by such person has been registered under the Securities Act of 1933, as amended, and any applicable state securities laws or (B) the Company has received a favorable opinion of the Company's legal counsel or of other legal counsel acceptable to the Members to the effect that the transfer of the Member interest to such person is exempt from registration under those laws. The Managers, however, may waive the requirements of this Section 13.7.

Conditions to Substitution. In addition to the conditions in Section 2.15(b) above, substitution of any property pursuant to this Section after the Stabilization Date shall be subject to the satisfaction of the following, all of which shall be prepared or obtained at Borrower's expense: (i) receipt by Lender and, if the Loan has been sold in a Securitization, the Rating Agencies of written notice thereof from Borrower at least sixty (60) days before the date of the proposed substitution (the "Substitution Date"), together with (1) written evidence that the property proposed to be a Substitute Property complies with this Section and (2) such other information, including financial information, as Lender (prior to a Securitization) or the Rating Agencies (after a Securitization) may request; (ii) if the Loan has been sold in to a Securitization, Lender's receipt of written confirmation from the Rating Agencies that the ratings of the securities issued in the Securitization will not be qualified, reduced, downgraded or withdrawn as a result of such substitution; (iii) delivery to Lender of an opinion of counsel to the effect that the proposed substitution will not adversely affect the tax status of the REMIC utilized in connection with any Securitization and that the proposed substitution will not result in a deemed exchange pursuant to Section 1001 of the Code; (iv) no Event of Default shall have occurred and be continuing; and (v) satisfaction, with respect to each Substitute Property of all of the conditions precedent set forth in Article III hereof, as though the property to be substituted were the Facility on the Closing Date and such other conditions as Lender in its normal and usual due diligence and lending activities deems applicable to the property type being substituted.

Conditions to Substitution. An Assignee shall not be entitled to vote on Partnership matters and shall not have any other rights of a Partner other than its right to Profits, Losses and distributions, unless and until the General Partner admits the Assignee as a substituted Limited Partner pursuant to this Section 9.5. An Assignee shall not become a substituted Limited Partner until the Assignee (a) pays all legal expenses of the Partnership incurred in connection with its substitution; (b) submits a duly executed instrument of assignment, in a form satisfactory to the General Partner, (i) specifying the Partnership interest assigned to it, and (ii) setting forth the assigning Limited Partner’s intention that the Assignee succeed to the assigning Limited Partner’s Interest; and (c) executes a copy of this Agreement. The General Partner also may require, as a condition to the admission of a substituted Limited Partner, that the Assignee submit an opinion of counsel, satisfactory in

Conditions to Substitution. (i) No assignee of an interest in the Company shall be entitled to become a substituted Member unless and until his or its assignor has provided the Managing Members with the assignee's name and address and all details relating to the assignment. (ii) No assignee of an interest in the Company shall be entitled to become a substituted Member unless the assignee shall consent in writing, in form satisfactory to the Managing Members, to be bound by the terms of this Agreement in the place and stead of the assigning Member. (iii) No assignee of a Non-Managing Member's Company interest shall be entitled to become a substituted Non-Managing Member unless and until it has been demonstrated to the satisfaction of the Managing Members that the assignment was pursuant to an exemption from registration under the Securities Act of 1933, as amended, and pursuant to an exemption from qualification under applicable state securities laws. (iv) If, in connection with or as a condition to the assignment of any interest in the Company, the consent or approval of the Federal Communications Commission (the "FCC"), or any other governmental authority is required under applicable law, then the Company shall forthwith take those steps required to obtain and shall use its best efforts to duly obtain at the earliest possible date such consent or approval. Any time limitation upon or requirement for such assignment shall, if necessary for the assignment, be extended by such period of time as is reasonably necessary to obtain such consent or approval, all costs and expenses in obtaining such consent or approval shall be paid or reimbursed by the Company. The Members shall cooperate with the Company to the extent required to obtain such consent or approval, which shall be, if required, a condition to the substitution of any assignee of an interest in the Company.