Substitution of Properties Sample Clauses

Substitution of Properties. Homestead may, from time to time prior to the Termination Date, amend Schedule I to this Agreement to substitute properties for existing Properties. To amend Schedule I to substitute Properties, Homestead shall deliver written notice (the "Substitution Notice"), which notice shall certify that such substitution was made in accordance with the provisions of a Funding Commitment Agreement, to the Escrow Agent and shall concurrently furnish a copy of such Substitution Notice to SCG. The Substitution Notice shall set forth the name of the Property or Properties proposed to be removed from Schedule I and the name of the Property or Properties proposed to be substituted therefor. The Property or Properties so substituted shall succeed to the respective number of Escrowed Shares attributable to the Property or Properties for which they are substituted; under no circumstances shall any party hereto be entitled to change or in any way modify the number of Escrowed Shares to which a Property or Properties relate.

Substitution of Properties. Subject to the terms and conditions set forth in this Section 2.8, Borrower may cause Mortgage Borrower to obtain a release of the Lien of a Mortgage (and the related Mortgage Loan Documents) encumbering an Individual Property (a “Substituted Individual Property”) by substituting therefore another full service hotel or resort property of like kind and quality acquired by Mortgage Borrower or an Affiliate of Mortgage Borrower (provided, however, if the Substitute Property shall be owned by an Affiliate of Mortgage Borrower such Affiliate (i) shall become a party to the Mortgage Loan Documents and shall be bound by the terms and provisions thereof as if it had executed the Mortgage Loan Documents and shall have the rights and obligations of Mortgage Borrower thereunder) (a “Substitute Individual Property”), provided that the following conditions precedent are satisfied. (a) The Maturity Date shall have not occurred. During the term of the Loan, Borrower shall have the right to cause Mortgage Borrower to substitute Properties, provided that the sum of the original Release Amount for all Substituted Individual Properties and all Properties released under Section 2.5.1 in no event exceeds thirty percent (30%) of the original principal balance of the Loan; (b) Lender shall have received at least thirty (30) days’ prior written notice requesting the substitution and identifying the Substitute Individual Property and Substituted Individual Property. If a Substitute Individual Property shall consist, in whole or in part, of a leasehold estate created pursuant to a ground lease such ground lease shall be reasonably acceptable to Lender; (c) If the applicable Mortgage Borrower or Baltimore Owner continues to own an Individual Property not released, Lender shall have received a copy of a deed conveying all of the applicable Mortgage Borrower’s or Baltimore Owner’s right, title and interest in and to the Substituted Individual Property to an entity other than such Mortgage Borrower or Baltimore Owner pursuant to an arms length transaction and a letter from the applicable Mortgage Borrower or Baltimore Owner countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records for the county or other appropriate land registry in which the Substituted Individual Property is located; (d) Lender shall have received an appraisal of each of the Substitute Individual Property and Substituted Individual Proper...

Substitution of Properties. (a) So long as no Default or Event of Default has occurred and is continuing hereunder, in the event (i) Lessee or Guarantor or any Affiliate thereof is required by applicable bank regulatory requirements to divest its interest in any Leased Property or (ii) Lessee desires to cause a Leased Property to be sold to a Person that is not an Affiliate of any party to any Operative Document, Lessee may give Lessor and the Indenture Trustee an irrevocable written notice (the Substitution Notice) of Lessee's intention to ------------------- substitute a new property located in the United States (an Exchange Property) ----------------- for such Leased Property pursuant to this Article 38(a). Such notice shall (A) refer specifically to this Article 38(a) and the corresponding section of the Indenture, (B) state that Lessee proposes to substitute such Leased Property in accordance with the provisions of this Article 38, (C) include, if a substitution shall occur under the circumstances described under clause (a)(i) hereof, the order or regulation applicable to Lessee, Guarantor or such Affiliate, (D) include, if a proposed substitution shall occur under the circumstances described under clause (a)(ii) hereof, an irrevocable commitment to purchase such Leased Property from such Person which purchase shall be conditioned upon the satisfaction of, among other things, the conditions set forth herein, and (E) specify the date for such substitution (which shall be the Installment Payment Date no less than 14 nor more than 45 days after the date of such Substitution Notice). (b) Each proposed Exchange Property shall be approved by the Indenture Trustee (acting on instructions from all of the Registered Owners), which approval shall not be unreasonably withheld, conditioned or delayed. The following additional conditions shall be satisfied prior to any substitution of properties pursuant to this Article 38: (i) Lessor, Indenture Trustee and LC Issuer shall have received an Appraisal and a "Phase I" Environmental Report of the Exchange Property made by an Appraiser and environmental engineer, respectively, selected by Indenture Trustee, subject to the approval of Lessor and LC Issuer, which approval shall not be unreasonably withheld, which Appraisal and Environmental Report shall have been made at the expense of Lessee. Such Appraisal shall be delivered at least 30 days prior to the date of such proposed substitution and shall indicate the fair market value and useful life o...

Substitution of Properties. Subject to the terms and conditions set forth in this Section 2.6, Borrower may obtain a release of the Lien of a Security Instrument (and the related Loan Documents) encumbering an Individual Property (a "Substituted Property") by substituting therefor its fee interest in one or more hotel properties of like kind and quality acquired by Borrower (individually, a "Substitute Property" and collectively, the "Substitute Properties"), provided that no such substitution may occur after the Maturity Date. In addition, any such substitution shall be subject, in each case, to the satisfaction of the following conditions precedent: (i) The Substitute Property must be a property as to which Borrower will hold indefeasible fee or ground leasehold title free and clear of any lien or other encumbrance except for Permitted Encumbrances, Leases and easements, restrictive covenants and other title exceptions which do not have a material adverse effect on the utility or value of such property for its current use. (ii) Lender and Rating Agencies shall have received (A) a copy of a deed conveying all of Borrower's right, title and interest in and to the Substituted Property (x) to an entity other than Borrower or its general partner or managing member (as applicable) in an arms' length transaction or (y) to the REIT or the Operating Partnership and (B) a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records for the county in which the Substituted Property is located. In the event the Substituted Property is to be conveyed to the REIT or the Operating Partnership, Lender shall also have received (a) a copy of a fully executed contract of sale between the REIT or the Operating Partnership, as applicable, and an entity other than Borrower or a Borrower Party for the sale of the Substituted Property in an arms' length transaction, which contract of sale (i) at the time of substitution, is not subject to any contingencies, except for the payment of the purchase price by the purchaser and the delivery of title by the REIT or the Operating Partnership, as applicable and (ii) contains a closing date which is not more than thirty (30) days following the date of the proposed substitution and (b) evidence that any good-faith deposit required under such contract of sale has been deposited into escrow. (iii) Lender and the applicable Rating Agencies shall have received an MAI apprais...

Substitution of Properties. Provided that no Event of Default has occurred -------------------------- and is continuing, Borrower shall have the right to obtain a release of one or more of the Properties from the lien of the related Security Instrument and Loan Documents (a "Substitution Release") upon substitution of another fully licensed and operating hospitality property of comparable type and quality as the Property being released in the place of the Release Premises (a "Substitute Property") owned in fee simple (or leasehold) by a Borrower and leased to the Operating Tenant pursuant to an operating lease, substantially in the same form and content as the Operating Lease, and such Substitute Property is subjected to the lien of a new mortgage, deed of trust, deed to secure debt or similar security instruments, in the same form and substance as the Security Instruments ("Substitute Security Instrument") and to the lien of the Loan Documents, as a first lien thereon and managed by Manager (or an affiliate of Manager as provided for in the Management Agreement) pursuant to the terms of the Management Agreement or a Replacement Management Agreement (as defined in the Security Instruments) and, subject to a Franchise Agreement in compliance with the terms and conditions of Section 3.13 of the Security Instruments and upon compliance with and subject to the conditions set forth in this Section 4; provided, however, that Borrower's rights to such release and substitution shall be conditioned on receipt by Lender of the following: (a) evidence which would be satisfactory to a prudent institutional mortgage lender that title to the Release Property has been transferred to a Release Premises Transferee. (b) evidence which would be satisfactory to a prudent institutional mortgage lender that the Substitute Property is fully operational and is of similar or higher quality or value to the Release Premises. (c) a current Appraisal of the Substitute Property prepared within one hundred eighty (180) days prior to the release and substitution showing (1) an appraised value equal to or greater than the appraised value of the Release Premises as of the date hereof; and (2) an aggregate loan-to-value ratio with respect to the Properties remaining subject to the lien of the Security Instruments after the Substitution Release not greater than the ratio equal to the lesser of (A) the aggregate loan-to-value ratio as of the date hereof with respect to the Properties as set forth on Schedule B attached ...

Substitution of Properties. Subject to the terms and conditions set forth in this Section 2.6, Borrower may obtain a release of the Lien of a Mortgage (and the related Loan Documents) encumbering an Individual Property (individually, a "Substituted Property" and collectively, the "Substituted Properties") by substituting therefor another hotel property of like kind and quality acquired by Borrower (individually, a "Substitute Property" and collectively, the "Substitute Properties"), provided that the Allocated Loan Amounts of any and all Substituted Properties in the aggregate comprise no more than twenty-five percent (25%) or Nine Million and No/100 Dollars ($9,000,000) of the Allocated Loan Amounts for all of the Properties, unless Lender shall have otherwise expressly consented, and provided further that the following conditions precedent are satisfied: 2.6.1 The Anticipated Payment Date shall have not occurred. 2.6.2 Lender shall have received at least sixty (60) days prior written notice requesting the substitution and identifying the Substitute Property and Substituted Property. 2.6.3 Lender shall have received a copy of a deed conveying all of Borrower's right, title and interest in and to the Substituted Property to an entity other than Borrower pursuant to an arms length transaction and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records for the county in which the Substituted Property is located. 2.6.4 Lender shall have received a fee in the amount of one-quarter of one percent (0.25%) of the Allocated Loan Amount for the Substitute Property. 2.6.5 If the Loan is part of a Securitization, Lender shall have received an appraisal of the Substitute Property and Substituted Property, dated no more than sixty (60) days prior to the substitution date, by an appraiser acceptable to the Rating Agencies. 2.6.6 The fair market value of the Substitute Property is not less than one hundred five percent (105%) of the greater of (i) the fair market value of the Substituted Property as of the Closing Date and (ii) the fair market value of the Substituted Property as of the date immediately preceding the substitution, which determination shall be made by (A) Lender in its sole discretion if the Loan is not part of a Securitization and (B) Lender based on the appraisals delivered pursuant to clause (e) above if the Loan is part of a Securitization. 2.6.7 After giving effect to the su...

Substitution of Properties. Subject to the terms of this Section 2.6, Borrower may obtain, from time to time, a release from the Lien of the related Security Instrument (and the related Loan Documents) (each, a “Replaced Property”) by substituting therefor another retail property of like kind and quality acquired by Borrower or an Affiliate of Borrower (provided, however, if the Substitute Property shall be owned by an Affiliate of Borrower said Affiliate (i) shall assume all the obligations of Borrower under this Agreement, the Note and the other Loan Documents and (ii) shall become a party to the Note and the other Loan Documents and shall be bound by the terms and provisions thereof as if it had executed the Note and the other Loan Documents and shall have the rights and obligations of Borrower thereunder) (individually, a “Substitute Property” and collectively, the “Substitute Properties”), provided that the following conditions precedent are satisfied:

Substitution of Properties. Subject to the terms and conditions set forth in this Section 2.6, Borrower may obtain a release of the Lien of the Security Instrument (and the related Loan Documents) encumbering an Individual Property (a Substituted Property) by substituting therefor another property of like kind and quality acquired by Borrower (individually, a Substitute Property and collectively, the Substitute Properties), provided that the following conditions precedent are satisfied: (a) The Maturity Date shall have not occurred. (b) Lender shall have received at least thirty (30) days prior written notice requesting the substitution and identifying the Substitute Property and Substituted Property. (c) Lender shall have received a copy of a deed conveying all of Borrower’s right, title and interest in and to the Substituted Property to an entity other than Borrower pursuant to an arms length transaction and a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records for the county in which the Substituted Property is located. (d) Lender shall have received a fee in the amount of $10,000 with respect to each Substituted Property. (e) Lender shall have received an appraisal of the Substitute Property and Substituted Property, dated no more than one hundred eighty (180) days prior to the substitution date, by an appraiser acceptable to the Rating Agencies if the Loan is part of a Securitization, or the Lender if the Loan is not part of a Securitization, which demonstrates that the appraised value of the Substitute Property shall be equal to or greater than the appraised value of the Substituted Property. (f) All or substantially all of the Substitute Property shall be subject to a Lease to a tenant which has a senior unsecured long term credit rating (or whose obligations under the Lease are guaranteed by a guarantor which has a senior unsecured long term credit rating) at least equal to, for each Rating Agency, the lower of (i) the credit rating of Bank of America, N.A. at the time of the substitution by such Rating Agency and (ii) “A+” in the case of S&P, “AA-” in the case of Fitch and “Aa2” in the case of ▇▇▇▇▇’▇, which Lease shall (A) provide that every monetary and non-monetary obligation associated with managing, owning, developing and operating such Substitute Property is an obligation of the tenant thereunder (i.e., a “triple net” Lease), (B) have a term substantially similar ...

Substitution of Properties. 55 Section 23.01. Criteria for a Substitute Property...............55 ---------------------------------- Section 23.02. Lessee and Lessor Deliveries.....................56 ------------------------------- ARTICLE XXIV PURCHASE PROCEDURE...............................................59 Section 24.01.