Common use of Substitution of Properties Clause in Contracts

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 substitution, the Debt Service Coverage Ratio for the Loan for all of the Properties (excluding the Substituted Property and including the Substitute Property) is not less than the Debt Service Coverage Ratio for the Loan for all of the Properties as of the Closing Date and as of the date immediately preceding the substitution. 2.6.8 The Net Operating Income for the Substitute Property does not show a downward trend over the three (3) years immediately prior to the date of substitution. 2.6.9 The Net Operating Income and Debt Service Coverage Ratio (for the twelve (12) month period immediately preceding the substitution) for the Substitute Property is greater than one hundred five percent (105%) of the Net Operating Income and Debt Service Coverage Ratio (for the twelve (12) month period immediately preceding the substitution) for the Substituted Property. 2.6.10 If the Loan is part of a Securitization, Lender shall have received confirmation in writing from the Rating Agencies to the effect that such substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such substitution for the Securities issued in connection with the Securitization that are then outstanding. If the Loan is not part of a Securitization, Lender shall have consented in writing to such substitution, which consent shall be given in Lender's sole discretion and not unreasonably withheld.

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 unless Lender shall have otherwise expressly consented, (i) 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 and (ii) no more than two (2) Individual Properties shall have otherwise expressly consentedbe Substituted Properties, and provided further that the following conditions precedent are satisfied: 2.6.1 The 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 substitution, the Debt Service Coverage Ratio for the Loan for all of the Properties (excluding the Substituted Property and including the Substitute Property) is not less than the Debt Service Coverage Ratio for the Loan for all of the Properties as of the Closing Date and as of the date immediately preceding the substitution. 2.6.8 The Net Operating Income for the Substitute Property does not show a downward trend over the three (3) years immediately prior to the date of substitution. 2.6.9 The Net Operating Income and Debt Service Coverage Ratio (for the twelve (12) month period immediately preceding the substitution) for the Substitute Property is greater than one hundred five percent (105%) of the Net Operating Income and Debt Service Coverage Ratio (for the twelve (12) month period immediately preceding the substitution) for the Substituted Property. 2.6.10 If the Loan is part of a Securitization, Lender shall have received confirmation in writing from the Rating Agencies to the effect that such substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such substitution for the Securities issued in connection with the Securitization that are then outstanding. If the Loan is not part of a Securitization, Lender shall have consented in writing to such substitution, which consent shall be given in Lender's sole discretion and not unreasonably withheld.

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 unless Lender shall have otherwise expressly consented, (i) 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 and (ii) no more than two (2) Individual Properties shall have otherwise expressly consentedbe Substituted Properties, and provided further that the following conditions precedent are satisfied: 2.6.1 The 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 substitution, the Debt Service Coverage Ratio for the Loan for all of the Properties (excluding the Substituted Property and including the Substitute Property) is not less than the Debt Service Coverage Ratio for the Loan for all of the Properties as of the Closing Date and as of the date immediately preceding the substitution. 2.6.8 The Net Operating Income for the Substitute Property does not show a downward trend over the three (3) years immediately prior to the date of substitution. 2.6.9 The Net Operating Income and Debt Service Coverage Ratio (for the twelve (12) month period immediately preceding the substitution) for the Substitute Property is greater than one hundred five percent (105%) of the Net Operating Income and Debt Service Coverage Ratio (for the twelve (12) month period immediately preceding the substitution) for the Substituted Property. 2.6.10 If the Loan is part of a Securitization, Lender shall have received confirmation in writing from the Rating Agencies to the effect that such substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such substitution for the Securities issued in connection with the Securitization that are then outstanding. If the Loan is not part of a Securitization, Lender shall have consented in writing to such substitution, which consent shall be given in Lender's sole discretion and not unreasonably withheld.