Substitution of Additional Pledged Properties. Subject to the terms and conditions set forth in this Section 11.6, the Borrowers shall have the right to transfer Additional Pledged Properties (for purposes of this section only, hereinafter referred to as, the "SUBSTITUTED ADDITIONAL PLEDGED PROPERTY") by substituting therefor one or more properties of like kind and quality (which shall include, among other things, the geographic diversity of the Substituted Additional Pledged Property and markets and submarkets with, among other similarities, similar demographics, populations, absorption trends, accessibility and visibility) (individually, a "REPLACEMENT ADDITIONAL PLEDGED PROPERTY" and collectively, the "REPLACEMENT ADDITIONAL PLEDGED PROPERTIES"). In addition, any such substitution (each an "ADDITIONAL PLEDGED PROPERTY SUBSTITUTION") shall be subject, in each case, to the satisfaction of the following conditions precedent: (A) No Event of Default shall have occurred and be continuing, unless the release of the Substituted Additional Pledged Property will cure such Event of Default. (B) The Borrowers shall have given Lender at least forty-five (45) days prior written notice of its election to seek an Additional Pledged Property Substitution. (C) The aggregate value of the Replacement Additional Pledged Property, as established by the Borrowers to the reasonable satisfaction of Lender, shall be at least equal to the aggregate value of the Substituted Additional Pledged Property as of the date immediately preceding the Additional Pledged Property Substitution. (D) After giving effect to the Additional Pledged Property Substitution, the Debt Service Coverage Ratio of the Loan is at least equal to the Debt Service Coverage Ratio of the Loan as of the date immediately preceding the Additional Pledged Property Substitution. (E) Lender shall have received a copy of the instrument conveying to the applicable Borrower the transferred interests. (F) The Borrowers shall deliver or cause to be delivered to Lender resolutions, if any are required, authorizing the Additional Pledged Property Substitution and any actions taken in connection with such Additional Pledged Property Substitution. (G) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the Additional Pledged Property Substitution. (H) Lender shall have received a database search environmental report prepared by Xxxxxx and Associates (or another consultant reasonably acceptable to Lender) on the Replacement Additional Pledged Property, together with a Phase I or Phase II environment assessment report (if any database search environmental report reveals any condition that in Lender's reasonable judgment warrants such a report) which concludes that the subject property does not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance or repair of the subject property) and is not in material violation of any Environmental Laws. (I) Lender shall have received a physical conditions report with respect to the Replacement Additional Pledged Property from a nationally recognized structural consultant approved by Lender in a form recognized and approved by Lender prior to such release and Additional Pledged Property Substitution stating that the Replacement Additional Pledged Property and its use comply in all material respects with applicable legal requirements of the Governmental Authorities and that the Replacement Additional Pledged Property is in good condition and repair and free of damage or waste. (J) On or prior to the date of the Additional Pledged Property Substitution, the Borrowers shall deliver an Officer's Certificate dated as of the date of Additional Pledged Property Substitution certifying that the requirements set forth in this Section 11.6 have been satisfied. (K) On or prior to the date of the Additional Pledged Property Substitution, the Borrowers shall deliver an opinion of counsel stating that the Additional Pledged Property Substitution does not constitute a "significant modification" of the Loan or "deemed exchange" of the Note under Section 1001 of the Code. (L) If (1) the aggregate Allocated Loan Amount of all Substituted Additional Pledged Properties during any calendar year exceeds five percent (5%) of the original Principal Amount of the Loan (with any excess limit permitted to be carried over into subsequent years), (2) the percentage of Operating Revenues from the applicable Replacement Additional Pledged Property represented by telephony and investment grade tenants (taken together) is less than that from the Substituted Additional Pledged Property, (3) the Substituted Additional Pledged Property will be subject to a Ground Lease with a term (including all available extensions) of less than fifteen (15) years following the applicable Additional Pledged Property Substitution, (4) the weighted average remaining term of the Leases with respect to the Replacement Additional Pledged Properties is shorter than the weighted average remaining term of the Leases with respect to the Substituted Additional Pledged Property, or (5) the Maintenance Capital Expenditures for the Replacement Additional Pledged Properties are materially greater than the Maintenance Capital Expenditures for the Substituted Additional Pledged Property, the Borrowers shall have delivered Rating Confirmation. (M) Immediately following such Additional Pledged Property Substitution, the Substituted Additional Pledged Property will be owned by a Person other than the Borrowers or any of their Affiliates (unless such Additional Pledged Property Substitution is effectuated to cure a Default, in which event the Substituted Additional Pledged Property may be owned by an Affiliate of the Borrowers). Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, the Replacement Additional Pledged Property shall be deemed to be an "ADDITIONAL PLEDGED PROPERTY" hereunder.
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Substitution of Additional Pledged Properties. Subject Prior to the Anticipated Repayment Date, subject to the terms and conditions set forth in this Section 11.6, the Borrowers shall have the right to transfer Additional Pledged Properties (for purposes of this section only, hereinafter referred to as, the "SUBSTITUTED ADDITIONAL PLEDGED PROPERTY") by (i) substituting therefor one or more properties of like kind and quality (which shall include, among other things, the geographic diversity of the Substituted Additional Pledged Property and markets and submarkets with, among other similarities, similar demographics, populations, absorption trends, accessibility and visibility) acquired by the applicable Borrower (individually, a "REPLACEMENT ADDITIONAL PLEDGED PROPERTY" and collectively, the "REPLACEMENT ADDITIONAL PLEDGED PROPERTIES"). In addition, any such substitution (each an "ADDITIONAL PLEDGED PROPERTY SUBSTITUTION") shall be subject, in each case, to the satisfaction of the following conditions precedent:
(A) No Event of Default shall have occurred and be continuing, unless the release of the Substituted Additional Pledged Property will cure such Event of Default.
(B) The Borrowers shall have given Lender at least forty-five (45) days prior written notice of its election to seek an Additional Pledged Property Substitution.
(C) The aggregate value of the Replacement Additional Pledged Property, as established by the Borrowers to the reasonable satisfaction of Lender, shall be at least equal to the aggregate value of the Substituted Additional Pledged Property as of the date immediately preceding the Additional Pledged Property Substitution.
(D) After giving effect to the Additional Pledged Property Substitution, the Debt Service Coverage Ratio of the Loan is at least equal to the Debt Service Coverage Ratio of the Loan as of the date immediately preceding the Additional Pledged Property Substitution.
(E) Lender shall have received a copy of the instrument conveying to the applicable Borrower the transferred interests.
(F) The Borrowers shall deliver or cause to be delivered to Lender (i) updates certified by the Borrowers of all organizational documentation related to the Borrowers and/or the formation, structure, existence, good standing and/or qualification to do business delivered to Lender in connection with the closing date; (ii) good standing certificates, certificates of qualification to do business in the State in which the Replacement Additional Pledged Property is located (if required in such State) and (iii) resolutions, if any are required, authorizing the Additional Pledged Property Substitution and any actions taken in connection with such Additional Pledged Property Substitution.
(G) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket ofpocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the Additional Pledged Property Substitution.
(H) Lender shall have received a database search phase 1 environmental report prepared and, if recommended under the phase 1 environmental report, a phase 2 environmental report from a nationally recognized environmental consultant approved by Xxxxxx Lender not less than forty-five (45) days prior to such release and Associates (or another consultant reasonably acceptable to Lender) on substitution, which conclude that the Replacement Additional Pledged Property, together with a Phase I or Phase II environment assessment report (if any database search environmental report reveals any condition that in Lender's reasonable judgment warrants such a report) which concludes that the subject property Property does not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance or repair of the Replacement Additional Pledged Property or the operation thereof as a tower property in full compliance with Environmental Laws), is not subject property) to any risk of contamination from any off-site Hazardous Materials, and is not in material violation of any Environmental Laws.
(I) Lender shall have received a physical conditions report with respect to the Replacement Additional Pledged Property from a nationally recognized structural consultant approved by Lender in a form recognized and approved by Lender not less than forty-five (45) days prior to such release and Additional Pledged Property Substitution stating that the Replacement Additional Pledged Property and its use comply in all material respects with applicable legal requirements of the Governmental Authorities and that the Replacement Additional Pledged Property is in good condition and repair and free of damage or waste.
(J) On or prior to the date of the Additional Pledged Property Substitution, the Borrowers shall deliver an Officer's Certificate dated as of the date of Additional Pledged Property Substitution certifying that the requirements set forth in this Section 11.6 have been satisfied.
(K) On or prior to the date of the Additional Pledged Property Substitution, the Borrowers shall deliver an opinion of counsel stating that the Additional Pledged Property Substitution does not constitute a "significant modification" of the Loan or "deemed exchange" of the Note under Section 1001 of the Code.
(L) If (1) the aggregate Allocated Loan Amount of all Substituted Additional Pledged Properties during any calendar year exceeds five percent (5%) of the original Principal Amount of the Loan (with any excess limit permitted to be carried over into subsequent years), (2) the percentage of Operating Revenues from the applicable Replacement Additional Pledged Property represented by telephony and investment grade tenants (taken together) is less than that from the Substituted Additional Pledged Property, (3) the Substituted Additional Pledged Property will be subject to a Ground Lease with a term (including all available extensions) of less than fifteen (15) years following the applicable Additional Pledged Property Substitution, (4) the weighted average remaining term of the Leases with respect to the Replacement Additional Pledged Properties is shorter than the weighted average remaining term of the Leases with respect to the Substituted Additional Pledged Property, or (5) the Maintenance Capital Expenditures for the Replacement Additional Pledged Properties are materially greater than the Maintenance Capital Expenditures for the Substituted Additional Pledged Property, the Borrowers Lender shall have delivered received a Rating Confirmation.
(M) Immediately following such Additional Pledged Property Substitution, the Substituted Additional Pledged Property will be owned by a Person other than the Borrowers or any of their Affiliates (unless such Additional Pledged Property Substitution is effectuated to cure a Default, in which event the Substituted Additional Pledged Property may be owned by an Affiliate of the Borrowers). Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, the Replacement Additional Pledged Property shall be deemed to be an "ADDITIONAL PLEDGED PROPERTY" hereunder.
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Substitution of Additional Pledged Properties. Subject to the terms and conditions set forth in this Section 11.6, the Borrowers shall have the right to transfer Additional Pledged Properties (for purposes of this section only, hereinafter referred to as, the "SUBSTITUTED ADDITIONAL PLEDGED PROPERTYSubstituted Additional Pledged Property") by substituting therefor one or more properties of like kind and quality (which shall include, among other things, the geographic diversity of the Substituted Additional Pledged Property and markets and submarkets with, among other similarities, similar demographics, populations, absorption trends, accessibility and visibility) (individually, a "REPLACEMENT ADDITIONAL PLEDGED PROPERTYReplacement Additional Pledged Property" and collectively, the "REPLACEMENT ADDITIONAL PLEDGED PROPERTIESReplacement Additional Pledged Properties"). In addition, any such substitution (each an "ADDITIONAL PLEDGED PROPERTY SUBSTITUTIONAdditional Pledged Property Substitution") shall be subject, in each case, to the satisfaction of the following conditions precedent:
(A) No Event of Default shall have occurred and be continuing, unless the release of the Substituted Additional Pledged Property will cure such Event of Default.
(B) The Borrowers shall have given Lender at least forty-five (45) days prior written notice of its election to seek an Additional Pledged Property Substitution.
(C) The aggregate value of the Replacement Additional Pledged Property, as established by the Borrowers to the reasonable satisfaction of Lender, shall be at least equal to the aggregate value of the Substituted Additional Pledged Property as of the date immediately preceding the Additional Pledged Property Substitution.
(D) After giving effect to the Additional Pledged Property Substitution, the Debt Service Coverage Ratio of the Loan is at least equal to the Debt Service Coverage Ratio of the Loan as of the date immediately preceding the Additional Pledged Property Substitution.
(E) Lender shall have received a copy of the instrument conveying to the applicable Borrower the transferred interests.
(F) The Borrowers shall deliver or cause to be delivered to Lender resolutions, if any are required, authorizing the Additional Pledged Property Substitution and any actions taken in connection with such Additional Pledged Property Substitution.
(G) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the Additional Pledged Property Substitution.
(H) Lender shall have received a database search environmental report prepared by Xxxxxx and Associates (or another consultant reasonably acceptable to Lender) on the Replacement Additional Pledged Property, together with a Phase I or Phase II environment assessment report (if any database search environmental report reveals any condition that in Lender's reasonable judgment warrants such a report) which concludes that the subject property does not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance or repair of the subject property) and is not in material violation of any Environmental Laws.
(I) Lender shall have received a physical conditions report with respect to the Replacement Additional Pledged Property from a nationally recognized structural consultant approved by Lender in a form recognized and approved by Lender prior to such release and Additional Pledged Property Substitution stating that the Replacement Additional Pledged Property and its use comply in all material respects with applicable legal requirements of the Governmental Authorities and that the Replacement Additional Pledged Property is in good condition and repair and free of damage or waste.
(J) On or prior to the date of the Additional Pledged Property Substitution, the Borrowers shall deliver an Officer's Certificate dated as of the date of Additional Pledged Property Substitution certifying that the requirements set forth in this Section 11.6 have been satisfied.
(K) On or prior to the date of the Additional Pledged Property Substitution, the Borrowers shall deliver an opinion of counsel stating that the Additional Pledged Property Substitution does not constitute a "significant modification" of the Loan or "deemed exchange" of the Note under Section 1001 of the Code.
(L) If (1) the aggregate Allocated Loan Amount of all Substituted Additional Pledged Properties during any calendar year exceeds five percent (5%) of the original Principal Amount of all of the Loan Loans in the aggregate (with any excess limit permitted to be carried over into subsequent years), (2) the percentage of Operating Revenues from the applicable Replacement Additional Pledged Property represented by telephony and investment grade tenants (taken together) is less than that from the Substituted Additional Pledged Property, (3) the Substituted Additional Pledged Property will be subject to a Ground Lease with a term (including all available extensions) of less than fifteen (15) years following the applicable Additional Pledged Property Substitution, (4) the weighted average remaining term of the Leases with respect to the Replacement Additional Pledged Properties is shorter than the weighted average remaining term of the Leases with respect to the Substituted Additional Pledged Property, or (5) the Maintenance Capital Expenditures for the Replacement Additional Pledged Properties are materially greater than the Maintenance Capital Expenditures for the Substituted Additional Pledged Property, the Borrowers shall have delivered Rating Confirmation.
(M) Immediately following such Additional Pledged Property Substitution, the Substituted Additional Pledged Property will be owned by a Person other than (i) the Borrowers or (ii) any of their Affiliates for a period of more than ninety (90) days unless agreed to by Lender, not to be unreasonably withheld, conditioned or delayed (unless such Additional Pledged Property Substitution is effectuated to cure a Default, in which event the Substituted Additional Pledged Property may be owned by an Affiliate of the Borrowers). Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, the Replacement Additional Pledged Property shall be deemed to be an "ADDITIONAL PLEDGED PROPERTYAdditional Pledged Property" hereunder.
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Substitution of Additional Pledged Properties. Subject to the terms and conditions set forth in this Section 11.6, the Borrowers shall have the right to transfer Additional Pledged Properties (for purposes of this section only, hereinafter referred to as, the "SUBSTITUTED ADDITIONAL PLEDGED PROPERTYSubstituted Additional Pledged Property") by substituting therefor one or more properties of like kind and quality (which shall include, among other things, the geographic diversity of the Substituted Additional Pledged Property and markets and submarkets with, among other similarities, similar demographics, populations, absorption trends, accessibility and visibility) (individually, a "REPLACEMENT ADDITIONAL PLEDGED PROPERTYReplacement Additional Pledged Property" and collectively, the "REPLACEMENT ADDITIONAL PLEDGED PROPERTIESReplacement Additional Pledged Properties"). In addition, any such substitution (each an "ADDITIONAL PLEDGED PROPERTY SUBSTITUTIONAdditional Pledged Property Substitution") shall be subject, in each case, to the satisfaction of the following conditions precedent:
(A) No Event of Default shall have occurred and be continuing, unless the release of the Substituted Additional Pledged Property will cure such Event of Default.
(B) The Borrowers shall have given Lender at least forty-five (45) days prior written notice of its election to seek an Additional Pledged Property Substitution.
(C) The aggregate value of the Replacement Additional Pledged Property, as established by the Borrowers to the reasonable satisfaction of Lender, shall be at least equal to the aggregate value of the Substituted Additional Pledged Property as of the date immediately preceding the Additional Pledged Property Substitution.
(D) After giving effect to the Additional Pledged Property Substitution, the Debt Service Coverage Ratio of the Loan is at least equal to the Debt Service Coverage Ratio of the Loan as of the date immediately preceding the Additional Pledged Property Substitution.
(E) Lender shall have received a copy of the instrument conveying to the applicable Borrower the transferred interests.
(F) The Borrowers shall deliver or cause to be delivered to Lender resolutions, if any are required, authorizing the Additional Pledged Property Substitution and any actions taken in connection with such Additional Pledged Property Substitution.
(G) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the Additional Pledged Property Substitution.
(H) Lender shall have received a database search environmental report prepared by Xxxxxx and Associates (or another consultant reasonably acceptable to Lender) on the Replacement Additional Pledged Property, together with a Phase I or Phase II environment assessment report (if any database search environmental report reveals any condition that in Lender's reasonable judgment warrants such a report) which concludes that the subject property does not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance or repair of the subject property) and is not in material violation of any Environmental Laws.
(I) Lender shall have received a physical conditions report with respect to the Replacement Additional Pledged Property from a nationally recognized structural consultant approved by Lender in a form recognized and approved by Lender prior to such release and Additional Pledged Property Substitution stating that the Replacement Additional Pledged Property and its use comply in all material respects with applicable legal requirements of the Governmental Authorities and that the Replacement Additional Pledged Property is in good condition and repair and free of damage or waste.
(J) On or prior to the date of the Additional Pledged Property Substitution, the Borrowers shall deliver an Officer's Certificate dated as of the date of Additional Pledged Property Substitution certifying that the requirements set forth in this Section 11.6 have been satisfied.
(K) On or prior to the date of the Additional Pledged Property Substitution, the Borrowers shall deliver an opinion of counsel stating that the Additional Pledged Property Substitution does not constitute a "significant modification" of the Loan or "deemed exchange" of the Note under Section 1001 of the Code.
(L) If (1) the aggregate Allocated Loan Amount of all Substituted Additional Pledged Properties during any calendar year exceeds five percent (5%) of the original Principal Amount of the Loan (with any excess limit permitted to be carried over into subsequent years), (2) the percentage of Operating Revenues from the applicable Replacement Additional Pledged Property represented by telephony and investment grade tenants (taken together) is less than that from the Substituted Additional Pledged Property, (3) the Substituted Additional Pledged Property will be subject to a Ground Lease with a term (including all available extensions) of less than fifteen (15) years following the applicable Additional Pledged Property Substitution, (4) the weighted average remaining term of the Leases with respect to the Replacement Additional Pledged Properties is shorter than the weighted average remaining term of the Leases with respect to the Substituted Additional Pledged Property, or (5) the Maintenance Capital Expenditures for the Replacement Additional Pledged Properties are materially greater than the Maintenance Capital Expenditures for the Substituted Additional Pledged Property, the Borrowers shall have delivered Rating Confirmation.
(M) Immediately following such Additional Pledged Property Substitution, the Substituted Additional Pledged Property will be owned by a Person other than the Borrowers or any of their Affiliates (unless such Additional Pledged Property Substitution is effectuated to cure a Default, in which event the Substituted Additional Pledged Property may be owned by an Affiliate of the Borrowers). Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, the Replacement Additional Pledged Property shall be deemed to be an "ADDITIONAL PLEDGED PROPERTYAdditional Pledged Property" hereunder.
Appears in 1 contract
