Conditions to Substitution. On the Substitution Date, the Substitute Property will become the Leased Property hereunder upon delivery by Lessee to Lessor of the following:
(a) an Officer's Certificate certifying that (i) the Substitute Property has been accepted by Lessee for all purposes of this Lease and there has been no material damage to the improvements located on the Substitute Property nor is any condemnation or eminent domain proceeding pending with respect thereto; (ii) all permits, licenses and certificates (including, but not limited to, a permanent, unconditional certificate of occupancy and all certificates of need, licenses and provider agreements) which are necessary to permit the use of the Substitute Property in accordance with the provisions of this Lease have been obtained and are in full force and effect; (iii) under applicable zoning and use laws, ordinances, rules and regulations the Substitute Property may be used for the purposes contemplated by Lessee and all necessary subdivision approvals have been obtained; (iv) there are no mechanics' or materialmen's liens outstanding or threatened to the knowledge of Lessee against the Substitute Property arising out of or in connection with the construction of the improvements thereon, other than those being contested by Lessee pursuant to Article XII; (v) any mechanics' or materialmen's liens being contested by Lessee will be promptly paid by Lessee if such contest is resolved in favor of the mechanic or materialman; (vi) to the best knowledge of Lessee, there exists no Event of Default under this Lease, and no defense, offset or claim exists with respect to any sums to be paid by Lessee hereunder, and (vii) any exceptions to Lessor's title to the Substitute Property do not materially interfere with the intended use of the Substitute Property by Lessee;
(b) a deed with full warranties conveying to Lessor title to the Substitute Property free and clear of any liens and encumbrances except those approved or assumed by Lessor;
(c) a lease duly executed, acknowledged and delivered by Lessee, containing the same terms and conditions as are contained herein except that (i) the legal description of the land shall refer to the Substitute Property, (ii) the Fair Market Value, Rent and any Additional Charges for the Substitute Property shall be consistent with the requirements of Section 21.1 and (iii) such other changes therein as may be necessary or appropriate under the circumstances shall be made;
(d) counterparts of a sta...
Conditions to Substitution. The Servicer shall not permit any substitution under Section 2.7(a) on any Addition Date:
(i) if the sum of the Discounted Lease Balances (as of the related Cut Off Date) of Leases substituted for Defaulted Leases on a cumulative basis (A) during any period of twelve consecutive Monthly Periods would exceed 4% of the Aggregate Net Pool Balance on the related Cut Off Date for such Substitute Leases or (B) after the Pay Out Commencement Date would exceed 7% of the Aggregate Net Pool Balance as of the Pay Out Commencement Date, unless, in either case, the Rating Agency Condition shall have been satisfied with respect thereto;
(ii) if the sum of the Discounted Lease Balances (as of the related Cut Off Date) of all Substitute Leases on a cumulative basis (A) during any period of twelve consecutive Monthly Periods would exceed 10% of the Aggregate Net Pool Balance on the related Cut Off Date for such Substitute Leases or (B) after the Pay Out Commencement Date would exceed 15% of the Aggregate Net Pool Balance as of the Pay Out Commencement Date, unless, in either case, the Rating Agency Condition shall have been satisfied with respect thereto;
(iii) unless as of the related Additional Cut Off Date, each Substitute Lease has a Discounted Lease Balance not less than the Discounted Lease Balance of the Lease being replaced;
(iv) if after giving effect to all proposed substitutions to be made on such Addition Date, the sum of the Scheduled Principal Payments on all Included Leases due in any Monthly Period would be less than the sum of all Scheduled Principal Payments on the Included Leases in each such Monthly Period before giving effect to such proposed substitutions;
(v) if an Insolvency Event has occurred with respect to the Transferor or the Servicer or a Servicer Default has occurred and is continuing.
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 as of the date of such substitution (as certified to the Administrative Agent by the Borrower (or the Collateral Manager on behalf of the Borrower)):
(i) each Substitute Loan satisfies the eligibility criteria set forth in the definition of Eligible Loan on the date of substitution;
(ii) after giving effect to any such substitution, each Collateral Quality Test is satisfied (or if any such Collateral Quality Test is not satisfied, such test is maintained or improved after giving effect to such substitution);
(iii) to the extent the Loan Balance of the Collateral Loan(s) to be replaced is greater than that of the Substitute Loan(s) on the date of such substitution, the Borrower shall deposit the difference thereof in the Collection Account as Principal Proceeds;
(iv) no Default or Event of Default has occurred and is continuing (immediately before or after giving effect to such substitution) other than any Default that will be cured after giving effect to such substitution;
(v) there is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans;
(vi) the Borrower 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 Custodian the Related Documents for any Substitute Loans; and
(vii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral.
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. In addition to the requirements in Section 2.7(b) above, substitution of any Property pursuant to this Section 2.7 shall be subject to the satisfaction of the following, all of which shall be prepared or obtained at Borrower's expense:
(i) simultaneously with the Substitution, Borrower shall convey fee simple title to the Replaced Property to a Person other than Borrower;
(ii) Intentionally Deleted;
(iii) Intentionally Deleted;
(iv) receipt by Lender and the Rating Agencies of written notice thereof from Borrower at least thirty (30) 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 Section 2.7(b) above and (2) such other information, including financial information, as Lender or the Rating Agencies may request;
(v) Lender's receipt of written affirmation from the Rating Agencies that the ratings of the Securities immediately prior to such Substitution will not be qualified, downgraded or withdrawn as a result of such Substitution, which affirmation may be granted or withheld in the Rating Agencies' sole and absolute discretion;
(vi) delivery to Lender of an opinion of counsel opining as to the enforceability of the Substitute Security Instrument with respect to the Substitute Property in substantially the same form and substance as the opinion of counsel concerning enforceability originally delivered at the Closing Date in connection with the Replaced Property, with reasonable allowance for variations in applicable State law, and a Nondisqualification Opinion and a Tax Opinion;
(vii) no Event of Default shall have occurred and be continuing;
(viii) the representations and warranties set forth in this Agreement, in the Security Instrument and the Loan Documents applicable to the Replaced Property shall be true and correct (except as to title exceptions) as to the Substitute Property on the Substitution Date in all material respects;
(ix) delivery to Lender of a copy of the organizational documents of Borrower and all amendments thereto, certified as true, complete and correct as of the date of delivery by an Officer's Certificate; a certificate from the secretary of the State or other applicable State official or officer in Borrower's State of formation certifying that it is duly formed and in good standing (with tax clearance, if applicable), if available, and certificates from the Secretary of State of the State in which the ...
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 #325596.v2 73 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. #325596.v2 74
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.
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
