Common use of Substitution or Release of the Property Clause in Contracts

Substitution or Release of the Property. The District shall have the right to substitute alternate real property for any portion of the Property described in Exhibit B hereto or to release a portion of the Property from the lien of this Lease by providing the Trustee with a supplement to this Lease substantially in the form attached as Exhibit D hereto. All costs and expenses incurred in connection with such substitution or release shall be borne by the District. Notwithstanding any substitution or release pursuant to this Section, there shall be no reduction in or abatement of the Lease Payments due from the District hereunder as a result of such substitution. No substitution or release shall be permitted hereunder unless: (a) the District finds that the substituted real property (i) has a fair rental value greater than or equal to the fair rental value of the Property to be released so that the Lease Payments secured by the Property to be released being payable by the District pursuant to the Lease will not be reduced and (ii) has an equivalent or greater useful life as the Property to be released and that the useful life of the substituted real property exceeds the remaining term of the Lease Payments hereunder; (b) the District obtains or causes to be obtained a CLTA title insurance policy with endorsement so as to be payable to the Trustee for the benefit of the Owners. Such policy shall comply with Section 5.5 hereof, shall be in a form satisfactory to the Trustee and the Lessor, shall be in the amount equal to the principal component of Lease Payments attributable to the substituted real property, and shall insure the leasehold interest or the fee simple interest of the Lessor or the District, as applicable, to the substituted real property; (c) the District provides the Lessor and the Trustee with an opinion of Special Counsel that such substitution or release does not cause, in and of itself, the interest evidenced and represented by the Certificates to be included in gross income for federal income tax purposes; (d) the District shall give, or cause to be given, any notice of the occurrence of such substitution or release required to be given pursuant to the Continuing Disclosure Certificate; (e) upon the substitution of any real property and improvements thereon for all or a portion of the Property then existing, the District, the Lessor and the Trustee shall execute and the District shall record with the office of the County Recorder, San Diego County, California, any document necessary to reconvey to the District the portion of the Property being substituted and to include the substituted real property and/or improvements thereon as all or a portion of the Property; (f) the District shall certify to the Trustee that the substituted real property is of approximately the same degree of essentiality to the District as the portion of the Property being replaced; and (g) if the District releases a portion of the Property, the District shall certify that the remaining portion of the Property has a sufficient fair rental value so that Lease Payments payable by the District pursuant to the Lease will not be reduced.

Substitution or Release of the Property. The District shall have the right right, but only upon the written consent of the Insurer, to substitute alternate real property for any portion of the Property described in Exhibit B hereto or to release a portion of the Property from the lien of this Lease by providing the Trustee with a supplement Agreement pursuant to this Lease substantially in the form attached as Exhibit D heretoSection. All costs and expenses incurred in connection with such substitution or release shall be borne by the District. Notwithstanding any substitution or release pursuant to this Section, there shall be no reduction in or abatement of the Lease Base Rental Payments due from the District hereunder as a result of such substitutionsubstitution or release. No Any such substitution or release of any portion of the Property shall be permitted hereunder unlesssubject to the following specific conditions, which are hereby made conditions precedent to such substitution or release: (a) an independent certified real estate appraiser selected by the District finds shall have found (and shall have delivered a certificate to the District, the Insurer and the Trustee setting forth its findings) that the substituted real property Property, as constituted after such substitution or release, (i) has a an annual fair rental value greater than or equal to the fair rental value 105% of the Property to be released so that the Lease maximum amount of Base Rental Payments secured by the Property to be released being payable by the District pursuant to the Lease will not be reduced in any Rental Period, and (ii) has an equivalent a useful life equal to or greater useful life as the Property to be released and that than the useful life of the substituted real property exceeds the remaining term of the Lease Payments hereunderProperty, as constituted prior to such substitution or release; (b) the District obtains shall have obtained or causes caused to be obtained a CLTA or an ALTA title insurance policy or policies with endorsement so as respect to be payable to the Trustee for the benefit of the Owners. Such policy shall comply with Section 5.5 hereof, shall be in a form satisfactory to the Trustee and the Lessor, shall be any substituted property in the amount equal to the principal component of Lease Payments attributable to the substituted real property, and shall insure the leasehold interest or the fee simple interest of the Lessor or fair market value of such substituted property (which fair market value shall have been determined by an independent certified real estate appraiser), of the District, as applicable, to type and with the substituted real propertyendorsements described in Section 5.02 hereof; (c) the District provides the Lessor and shall have provided the Trustee with an opinion Opinion of Special Counsel to the effect that such substitution or release does not causewill not, in and of itself, cause the interest evidenced and represented by the Certificates to be included in gross income for federal income tax purposes; (d) the District shall givehave given, or cause shall have made arrangements to be given, given any notice of the occurrence of such substitution or release required to be given pursuant to paragraph [( ) of subsection ( ) of Section ] of the Continuing Disclosure Certificate; (e) upon the substitution of any real property and improvements thereon for all or a portion of the Property then existing, the District, the Lessor Corporation and the Trustee shall execute have executed, and the District shall record have caused to be recorded with the office of the Los Angeles County Recorder, San Diego County, California, any document necessary to reconvey to the District the portion of the Property being substituted or released and to include the any substituted real property and/or improvements thereon as all or a portion in the description of the Property;Property contained herein and in the Ground Lease; and (f) the District shall certify have certified to the Trustee Corporation that the substituted real property is of approximately the same degree of essentiality to the District as the portion of the Property for which it is being replaced; and (g) if the District releases a portion of the Property, the District shall certify that the remaining portion of the Property has a sufficient fair rental value so that Lease Payments payable by the District pursuant to the Lease will not be reducedsubstituted.

Substitution or Release of the Property. The District shall have the right to substitute alternate real property for any portion of the Property described in Exhibit B hereto or to release a portion of the Property from the lien of this Lease by providing the Trustee with a supplement to this Lease substantially in the form attached as Exhibit D hereto. All costs and expenses incurred in connection with such substitution or release shall be borne by the District. Notwithstanding any substitution or release pursuant to this Section, there shall be no reduction in or abatement of the Lease Payments due from the District hereunder as a result of such substitution. No substitution or release shall be permitted hereunder unless: (a) the District finds that the substituted real property (i) has a fair rental value greater than or equal to the fair rental value of the Property to be released so that the Lease Payments secured by the Property to be released being payable by the District pursuant to the Lease will not be reduced and (ii) has an equivalent or greater useful life as the Property to be released and that the useful life of the substituted real property exceeds the remaining term of the Lease Payments hereunder; (b) the District obtains or causes to be obtained a CLTA title insurance policy with endorsement so as to be payable to the Trustee for the benefit of the Owners. Such policy shall comply with Section 5.5 hereof, shall be in a form satisfactory to the Trustee and the Lessor, shall be in the amount equal to the principal component of Lease Payments attributable to the substituted real property, and shall insure the leasehold interest or the fee simple interest of the Lessor or the District, as applicable, to the substituted real property; (c) the District provides the Lessor and the Trustee with an opinion of Special Counsel that such substitution or release does not cause, in and of itself, the interest evidenced and represented by the Certificates to be included in gross income for federal income tax purposes; (d) the District shall give, or cause to be given, any notice of the occurrence of such substitution or release required to be given pursuant to the Continuing Disclosure Certificate; (e) upon the substitution of any real property and improvements thereon for all or a portion of the Property then existing, the District, the Lessor and the Trustee shall execute and the District shall record with the office of the County Recorder, San Diego Los Angeles County, California, any document necessary to reconvey to the District the portion of the Property being substituted and to include the substituted real property and/or improvements thereon as all or a portion of the Property; (f) the District shall certify to the Trustee that the substituted real property is of approximately the same degree of essentiality to the District as the portion of the Property being replaced; and (g) if the District releases a portion of the Property, the District shall certify that the remaining portion of the Property has a sufficient fair rental value so that Lease Payments payable by the District pursuant to the Lease will not be reduced.

Substitution or Release of the Property. The District City shall have the right right, but only with the written consent of the Insurer, to substitute alternate real property for any portion of the Property described in Exhibit B hereto or to release a portion of the Property from the lien of this Lease by providing the Trustee with a supplement to this Lease substantially in the form attached as Exhibit D heretoAgreement. All costs and expenses incurred in connection with such substitution or release shall be borne by the DistrictCity. Notwithstanding any substitution or release pursuant to this Section, there shall be no reduction in or abatement of the Lease Base Rental Payments due from the District City hereunder as a result of such substitutionsubstitution or release. No Any such substitution or release of any portion of the Property shall be permitted hereunder unlesssubject to the following specific conditions, which are hereby made conditions precedent to such substitution or release: (a) an independent certified real estate appraiser selected by the District finds City shall have found (and shall have delivered a certificate to the City, the Insurer and the Trustee setting forth its findings) that the substituted real property Property, as constituted after such substitution or release (i) has a an annual fair rental value greater than or equal to the fair rental value 105% of the Property to be released so that maximum amount of the Lease Payments secured by principal of and interest on the Property to be released being Bonds coming due in the then current Rental Period or any subsequent Rental Period, including principal due and payable by the District pursuant to the Lease will not be reduced and reason of mandatory sinking fund redemption of such Bonds), (ii) has an equivalent a fair replacement value at least equal to the aggregate principal amount of the Bonds then Outstanding, and (iii) has a useful life equal to or greater useful life as the Property to be released and that than the useful life of the substituted real property exceeds the remaining term of the Lease Payments hereunderProperty, as constituted prior to such substitution or release; (b) the District obtains City shall have obtained or causes caused to be obtained a an CLTA or ALTA title insurance policy or policies with endorsement so as respect to be payable to the Trustee for the benefit of the Owners. Such policy shall comply with Section 5.5 hereof, shall be in a form satisfactory to the Trustee and the Lessor, shall be any substituted property in the amount equal to the principal component of Lease Payments attributable to the substituted real property, and shall insure the leasehold interest or the fee simple interest of the Lessor or fair market value of such substituted property (which fair market value shall have been determined by an independent certified real estate appraiser), of the District, as applicable, to type and with the substituted real propertyendorsements described in Section 5.02 hereof; (c) the District provides the Lessor and the Trustee with an opinion of Special Counsel that such substitution or release does not cause, in and of itself, the interest evidenced and represented by the Certificates to be included in gross income for federal income tax purposes; (d) the District City shall give, or cause to be given, any notice of the occurrence of such substitution or release required to be given pursuant to the Continuing Disclosure Certificate; (e) upon the substitution of any real property and improvements thereon for all or a portion of the Property then existing, the District, the Lessor and the Trustee shall execute and the District shall record with the office of the County Recorder, San Diego County, California, any document necessary to reconvey to the District the portion of the Property being substituted and to include the substituted real property and/or improvements thereon as all or a portion of the Property; (f) the District shall certify have certified to the Trustee that the substituted real property is of approximately the same degree of essentiality to the District City as the portion of the Property for which it is being replacedsubstituted; (d) the City shall have provided the Trustee with an Opinion of Bond Counsel to the effect that such substitution or release will not, in and of itself, cause the interest on the Series A Bonds to be included in gross income for federal income tax purposes; and (ge) if the District releases a portion of the PropertyCity, the District Authority and the Trustee shall certify that have executed, and the remaining City shall have caused to be recorded with the Orange County Recorder, any document necessary to reconvey to the City the portion of the Property has a sufficient fair rental value so that Lease Payments payable by being substituted or released and to include any substituted real property in the District pursuant to description of the Lease will not be reducedProperty contained herein and in the Ground Lease.

Substitution or Release of the Property. (a) The District County shall have the right to substitute alternate real property for any portion of the Property described in Exhibit B hereto or to release a portion of the Property from the lien of this Lease by providing the Trustee with a supplement to this Lease substantially in the form attached as Exhibit D heretoAgreement. All costs and expenses incurred in connection with such substitution or release shall be borne by the DistrictCounty. Notwithstanding any substitution or release pursuant to this Sectionsubsection, there shall be no reduction in or abatement of the Lease Base Rental Payments due from the District County hereunder as a result of such substitutionsubstitution or release. No Any such substitution or release shall of any portion of the Property shall, except as otherwise provided in subsection (b) of this Section, be permitted hereunder unlesssubject to the following specific conditions, which are hereby made conditions precedent to such substitution or release: (ai) a consultant or an employee of the District finds County with experience in real estate valuation and depreciation matters shall have found (and shall have delivered a certificate to the County and the Corporation setting forth its findings) that the substituted real property Property, as constituted after such substitution or release (iA) has a an annual fair rental value greater than or equal to the fair rental value 105% of the Property maximum amount of the Base Rental Payments coming due in the then current Rental Period or any subsequent Rental Period, (B) has a fair market value at least equal to be released so that the Lease Payments secured aggregate amount of principal evidenced by the Property to be released being payable by the District pursuant to the Lease will not be reduced Certificates then Outstanding, and (iiC) has an equivalent a useful life equal to or greater useful life as the Property to be released and that than the useful life of the substituted real property exceeds the remaining term of the Lease Payments hereunderProperty, as constituted prior to such substitution or release; (bii) the District obtains County shall have obtained or causes caused to be obtained a CLTA title insurance policy or policies with endorsement so as respect to be payable to the Trustee for the benefit of the Owners. Such policy shall comply with Section 5.5 hereof, shall be in a form satisfactory to the Trustee and the Lessor, shall be any substituted property in the amount equal of the fair market value of such substituted property (which fair market value shall have been determined by a consultant or an employee of the County with experience in real estate valuation and depreciation matters), of the type and with the endorsements described in Section 5.02 hereof; (iii) the County shall have certified to the principal component of Lease Payments attributable to Corporation that the substituted real property, and shall insure property will be used in the leasehold interest or the fee simple interest performance of the Lessor or the District, as applicable, to the substituted real propertyessential governmental functions; (civ) the District provides County shall have provided the Lessor and the Trustee Corporation with an opinion Opinion of Special Bond Counsel to the effect that such substitution or release does not causewill not, in and of itself, cause the interest evidenced and represented by the Series A Certificates to be included in gross income for federal income tax purposes;; and (dv) the District County and the Corporation shall givehave executed, or cause and the County shall have caused to be given, any notice of the occurrence of such substitution or release required to be given pursuant to the Continuing Disclosure Certificate; (e) upon the substitution of any real property and improvements thereon for all or a portion of the Property then existing, the District, the Lessor and the Trustee shall execute and the District shall record recorded with the office of the San Bernardino County Recorder, San Diego County, California, any document necessary to reconvey to the District County the portion of the Property being substituted or released and to include the any substituted real property and/or improvements thereon as all or a portion in the description of the PropertyProperty contained herein and in the Ground Lease. (b) In addition to the right to substitute or release Property as provided in subsection (a) of this Section, the County shall have the right to release Parcel A from this Lease Agreement as provided in this subsection. All costs and expenses incurred in connection with such release shall be borne by the County. Notwithstanding any release of Parcel A pursuant to this subsection, there shall be no reduction in or abatement of the Base Rental Payments due from the County hereunder as a result of such release. Any such release of Parcel A shall be subject to the following specific conditions, which are hereby made conditions precedent to such release. (i) no Event of Default shall have occurred and be continuing under this Lease Agreement; (fii) no abatement of Rental Payments shall have occurred and be continuing pursuant to Section 3.07; (iii) the District County shall certify have certified to the Trustee Corporation that the substituted real property is Property remaining subject to this Lease Agreement after the release of approximately Parcel A will continue to be used in the same degree performance of essentiality to the District as the portion of the Property being replacedessential governmental functions; and (giv) if the District releases a portion of County and the PropertyCorporation shall have executed, and the District County shall certify that have caused to be recorded with the remaining portion of the Property has a sufficient fair rental value so that Lease Payments payable by the District pursuant San Bernardino County Recorder, any document necessary to reconvey Parcel A to the Lease will not be reducedCounty.

Substitution or Release of the Property. The District City shall have the right right, but only with the written consent of the Insurer, to substitute alternate real property for any portion of the Property described in Exhibit B hereto or to release a portion of the Property from the lien of this Lease by providing the Trustee with a supplement to this Lease substantially in the form attached as Exhibit D heretoAgreement. All costs and expenses incurred in connection with such substitution or release shall be borne by the DistrictCity. Notwithstanding any substitution or release pursuant to this Section, there shall be no reduction in or abatement of the Lease Base Rental Payments due from the District City hereunder as a result of such substitutionsubstitution or release. No Any such substitution or release of any portion of the Property shall be permitted hereunder unlesssubject to the following specific conditions, which are hereby made conditions precedent to such substitution or release: (a) an independent certified real estate appraiser selected by the District finds City shall have found (and shall have delivered a certificate to the City, the Insurer and the Trustee setting forth its findings) that the substituted real property Property, as constituted after such substitution or release (i) has a an annual fair rental value value, taking into account, during the Resort Bonds Lease Term, the tenancies therein granted pursuant to the Resort Bonds Site Lease and the Resort Bonds Lease Agreement, greater than or equal to the fair rental value 105% of the Property to be released so that maximum amount of the Lease Payments secured by principal of and interest on the Property to be released being Bonds coming due in the then current Rental Period or any subsequent Rental Period, including principal due and payable by the District pursuant to the Lease will not be reduced and reason of mandatory sinking fund redemption of such Bonds), (ii) has an equivalent a fair replacement value at least equal to the aggregate principal amount of the Bonds then Outstanding, and (iii) has a useful life equal to or greater useful life as the Property to be released and that than the useful life of the substituted real property exceeds the remaining term of the Lease Payments hereunderProperty, as constituted prior to such substitution or release; (b) the District obtains City shall have obtained or causes caused to be obtained a an CLTA or ALTA title insurance policy or policies with endorsement so as respect to be payable to the Trustee for the benefit of the Owners. Such policy shall comply with Section 5.5 hereof, shall be in a form satisfactory to the Trustee and the Lessor, shall be any substituted property in the amount equal to the principal component of Lease Payments attributable to the substituted real property, and shall insure the leasehold interest or the fee simple interest of the Lessor or fair market value of such substituted property (which fair market value shall have been determined by an independent certified real estate appraiser), of the District, as applicable, to type and with the substituted real propertyendorsements described in Section 5.02 hereof; (c) the District provides the Lessor and the Trustee with an opinion of Special Counsel that such substitution or release does not cause, in and of itself, the interest evidenced and represented by the Certificates to be included in gross income for federal income tax purposes; (d) the District City shall give, or cause to be given, any notice of the occurrence of such substitution or release required to be given pursuant to the Continuing Disclosure Certificate; (e) upon the substitution of any real property and improvements thereon for all or a portion of the Property then existing, the District, the Lessor and the Trustee shall execute and the District shall record with the office of the County Recorder, San Diego County, California, any document necessary to reconvey to the District the portion of the Property being substituted and to include the substituted real property and/or improvements thereon as all or a portion of the Property; (f) the District shall certify have certified to the Trustee that the substituted real property is of approximately the same degree of essentiality to the District City as the portion of the Property for which it is being replacedsubstituted; and (gd) if the District releases a portion of the PropertyCity, the District Authority and the Trustee shall certify that have executed, and the remaining City shall have caused to be recorded with the Orange County Recorder, any document necessary to reconvey to the City the portion of the Property has a sufficient fair rental value so that Lease Payments payable by being substituted or released and to include any substituted real property in the District pursuant to description of the Lease will not be reducedProperty contained herein and in the Ground Lease.

Substitution or Release of the Property. The District shall shall, with the prior written consent of the Insurer (so long as the Insurer is not in default of its payment obligations under the Insurance Policy), have the right to substitute alternate real property for any portion of the Property described in Exhibit B hereto or to release a portion of the Property from the lien of this Lease by providing the Trustee with a supplement to this Lease substantially in the form attached as Exhibit D hereto. All costs and expenses incurred in connection with such substitution or release shall be borne by the District. Notwithstanding any substitution or release pursuant to this Section, there shall be no reduction in or abatement of the Lease Payments due from the District hereunder as a result of such substitution. No substitution or release shall be permitted hereunder unless: (a) the District finds that the substituted real property (i) has a fair rental value greater than or equal to the fair rental value of the Property to be released so that the Lease Payments secured by the Property to be released being payable by the District pursuant to the Lease will not be reduced and (ii) has an equivalent or greater useful life as the Property to be released and that the useful life of the substituted real property exceeds the remaining term of the Lease Payments hereunder; (b) the District obtains or causes to be obtained a CLTA title insurance policy with endorsement so as to be payable to the Trustee for the benefit of the Owners. Such policy shall comply with Section 5.5 hereof, shall be in a form satisfactory to the Trustee Trustee, the Insurer, and the Lessor, shall be in the amount equal to the principal component of Lease Payments attributable to the substituted real property, and shall insure the leasehold interest or the fee simple interest of the Lessor or the District, as applicable, to the substituted real property; (c) the District provides the Lessor Lessor, the Insurer, and the Trustee with an opinion of Special Counsel that such substitution or release does not cause, in and of itself, the interest evidenced and represented by the Certificates to be included in gross income for federal income tax purposes; (d) the District shall give, or cause to be given, any notice of the occurrence of such substitution or release required to be given pursuant to the Continuing Disclosure Certificate; (e) upon the substitution of any real property and improvements thereon for all or a portion of the Property then existing, the District, the Lessor and the Trustee shall execute and the District shall record with the office of the County Recorder, San Diego Orange County, California, any document necessary to reconvey to the District the portion of the Property being substituted and to include the substituted real property and/or improvements thereon as all or a portion of the Property; (f) the District shall certify to the Trustee and the Insurer (so long as the Insurer is not in default of its payment obligations under the Insurance Policy) that the substituted real property is of approximately the same degree of essentiality to the District as the portion of the Property being replaced; and (g) if the District releases a portion of the Property, the District shall certify that the remaining portion of the Property has a sufficient fair rental value so that Lease Payments payable by the District pursuant to the Lease will not be reduced.