Common use of Replacement Properties Clause in Contracts

Replacement Properties. At any time prior to the Optional Prepayment Date, Grantor shall have the right to obtain the release of the Trust Property from the lien of this Deed of Trust, provided that simultaneously with such release, Grantor shall execute and deliver to Beneficiary, as security for the Note, a mortgage or deed of trust or deed to secure debt, as applicable, 122 in substantially the same form as this Deed of Trust (a "Replacement Deed of Trust"), encumbering a factory outlet center (a "Replacement Premises") and such other documents (together with the Replacement Deed of Trust, the "Replacement Documents"), as Grantor may in its sole discretion require in order to grant Beneficiary a first priority, perfected lien on and security interest in such Replacement Premises and all related rents, personal property, reserves and escrows on the same terms and conditions as the liens and security interests granted to Beneficiary in the Trust Property on the Closing Date. Grantor's right to obtain a release of the Trust Property shall also be subject to the following conditions and restrictions: (a) No Event of Default shall have occurred and be continuing; (b) Cross-collateralized Borrowers shall not be entitled to replace more than two (2) individual Cross-collateralized Properties in any calendar year; (c) at least sixty (60) days prior to the proposed date of such release, Deed of Trust shall have delivered to Beneficiary appraisals prepared by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Inc. or such other third-party real estate professional as is approved by the Rating Agencies, indicating that the fair market value for the proposed Replacement Premises is at least equal to the fair market value of the Cross-collateralized Property proposed to be released, as of the date of such proposed release; (d) Cross-collateralized Borrowers shall have delivered Phase I environmental report and, if recommended by such Phase I report, a Phase II environmental report prepared by Environmental Management Group, Inc. or such other environmental consultant as is approved by the Rating Agencies, stating that the Replacement Premises comply with all applicable environmental laws, or if remedial steps are required to effect such compliance, identifying such steps and projecting the cost thereof, in which case Cross-collateralized Borrowers shall be required to deposit into the Engineering Escrow Sub-Account an amount equal to one hundred fifty percent (150%) of such projected costs;

Replacement Properties. At any time prior to the Optional Prepayment Date, Grantor Borrowers shall have the right to obtain the release of the Trust a Property from the lien of this Deed of Trustthe Mortgage encumbering such Property, provided that simultaneously with such release, Grantor Borrowers shall execute and deliver to BeneficiaryLender, as security for the NoteDebt, a mortgage or mortgage, deed of trust or deed to secure debt, as applicable, 122 in substantially the same form as this Deed of Trust applicable (a "Replacement Deed of TrustMortgage"), encumbering a factory outlet center or other retail property acceptable to Lender (a "Replacement Premises") ), in substantially the same form as the Mortgage to be released and such other documents (together with the Replacement Deed of TrustMortgage, the "Replacement Documents"), ) as Grantor Lender may in its sole discretion require in order to grant Beneficiary Lender a first priority, perfected lien on and security interest in such Replacement Premises and all related rents, personal property, reserves and escrows on the same terms and conditions as the liens and security interests granted to Beneficiary Lender in the Trust such Property on the Closing Date. Grantor's Borrowers' right to obtain a release of the Trust a Property shall also be subject to the following conditions and restrictions: (a) No Default or Event of Default shall have occurred and be continuing; (b) Cross-collateralized Borrowers shall not be entitled to replace more than two (2) individual Cross-collateralized Properties in any calendar year; (c) at least sixty (60) days prior to the proposed date of such release, Deed of Trust Borrowers shall have delivered to Beneficiary appraisals Lender appraisals, prepared by ▇▇▇▇▇▇▇ Cushman & ▇▇▇▇▇▇▇▇▇Wakefield, Inc. Inc., or such other third-party real estate professional as is estat▇ ▇▇▇▇ession▇▇ ▇▇ ▇▇ approved by the Rating Agencies, indicating that the fair market value for the proposed Replacement Premises is at least equal to the fair market value of the Cross-collateralized Property proposed to be released, as of the date of such proposed release; (d) Cross-collateralized Borrowers shall have delivered a Phase I environmental report and, if recommended by such Phase I report, a Phase II environmental report prepared by Environmental Management Group, Inc. Inc., IVI Environmental, Inc., or such other environmental consultant as is approved by the Rating Agencies, stating that the Replacement Premises comply with all applicable environmental laws, or if remedial steps are required to effect such compliance, identifying such steps and projecting the cost thereof, in which case Cross-collateralized Lender shall have the option to not accept such Replacement Premises and release the applicable Property and, if Lender agrees to accept the Replacement Premises, Borrowers shall be required to deposit with Lender an amount equal to one hundred fifty percent (150%) of such projected costs (the "Engineering Escrow Fund"); (e) Borrowers shall have delivered an engineering report, prepared by Merrit & Harris, Inc., or such other consulting engineer as is approv▇▇ ▇▇ the ▇▇▇▇▇g Agencies, stating that the Replacement Premises comply with all applicable building laws and do not require performance of deferred maintenance or if remedial steps are required to effect such compliance or such deferred maintenance, identifying such steps and projecting the cost thereof, in which case Borrowers shall be required to deposit into the Engineering Escrow Sub-Account Fund an amount equal to one hundred fifty percent (150%) of such projected costs; (f) Borrowers shall have caused to be delivered all leases, title commitments, title insurance policies, surveys, hazard and liability insurance, evidence of compliance with zoning and other laws, legal opinions and other items of due diligence with respect to Replacement Premises as the Rating Agencies may require, all of which shall be in form and substance acceptable to the Rating Agencies; (g) the Net Operating Income of the Replacement Premises (determined as if the Replacement Premises was a Property as of the date of determination) as of the time of such release shall be at least equal to the Net Operating Income of the Property to be released; (h) the Person transferring the Replacement Premises to a Borrower shall be solvent and shall be making such transfer on an arm's length basis and for fair consideration, and such Borrower and such Person shall deliver certifications and evidence to such effect and such other certifications as Lender shall reasonably require to assure itself that the substitution does not constitute a fraudulent conveyance on the part of any Person (assuming such Person was not solvent at the time of substitution); (i) Borrowers shall comply with such other terms and conditions as the Rating Agencies shall require in connection with such substitution; (j) each Rating Agency shall have delivered written confirmation that any rating issued by such Rating Agency in connection with the Securitization will not, as a result of the proposed release and substitution of the Replacement Premises, be downgraded from the then current ratings thereof, qualified or withdrawn; (k) the organizational documents of the applicable Borrower shall, if required, be modified to permit the ownership and operation of the Replacement Premises and shall be in form and substance reasonably acceptable to Lender; and (l) The applicable Borrower shall transfer title to the Property to be released to a Person other than such Borrower or any other Borrower. If either or both of the conditions described in clauses (c) or (g) above are not satisfied, Lender shall have the authority to waive either or both of such conditions in its sole and absolute discretion.