Common use of Series Collateral Release Clause in Contracts

Series Collateral Release. (a) Subject to any additional requirements set forth in any applicable Series Supplement, the Issuer may remove a Property from the Collateral Pool in connection with a Series Collateral Release. Any Series Collateral Release Price received on a Series Collateral Release shall be deposited into the Collection Account and applied by the Indenture Trustee on the date of such Series Collateral Release, at the direction of the Issuers, (A) to repay certain outstanding Notes as designated by the Issuers, in whole or in part, in accordance with Section 7.01 of the Indenture and/or (B) as Unscheduled Proceeds. (b) After such release, the released Property shall not be deemed to be a Property (except for the purposes of obligations under the Transaction Documents that are expressly provided to survive repayment in full of the Notes and satisfaction of the Mortgage). (c) No Series Collateral Release shall occur unless (i) the Rating Condition is satisfied, (ii) no Early Amortization Period will occur following such Series Collateral Release and (iii) the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes, the Series 2016-1 Notes and the Series 2018-1 Notes have been redeemed in full. (d) Any Series Collateral Release Prices that are required to be transferred from the Collection Account to the Release Account pursuant to the Indenture shall be treated as “Release Price” and applied in accordance with Section 3.05(b). (e) After each of the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes, the Series 2016-1 Notes and the Series 2018-1 Notes have been redeemed in full, releases in connection with a Qualified Deleveraging Event and releases in connection with a Series Collateral Release shall not be taken into consideration for the purposes of the limitations set forth in Sections 7.01(a) or 7.04(b). (f) In connection with a release of Properties or Loans pursuant to Section 7.11(a), upon the Indenture Trustee’s receipt of an Officer’s Certificate by the applicable Issuer or Property Manager, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that all conditions set forth herein have been satisfied, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Indenture Trustee shall release to such Issuer or its designee the related Lease File or Loan File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease or Loan from the lien of the Indenture.

Series Collateral Release. (a) Subject to any additional requirements set forth in any applicable Series Supplement, the Issuer may remove a Property from the Collateral Pool in connection with a Series Collateral Release. Any Series Collateral Release Price received on a Series Collateral Release shall be deposited into the Collection Account and applied by the Indenture Trustee on the date of such Series Collateral Release, at the direction of the Issuers, (A) to repay certain outstanding Notes as designated by the Issuers, in whole or in part, in accordance with Section 7.01 of the Indenture and/or (B) as Unscheduled Proceeds. (b) After such release, the released Property shall not be deemed to be a Property (except for the purposes of obligations under the Transaction Documents that are expressly provided to survive repayment in full of the Notes and satisfaction of the Mortgage). (c) No Series Collateral Release shall occur unless (i) the Rating Condition is satisfied, (ii) no Early Amortization Period will occur following such Series Collateral Release and (iii) the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes, the Series 2016-1 Notes and the Series 20182016-1 Notes have been redeemed in full. (d) Any Series Collateral Release Prices that are required to be transferred from the Collection Account to the Release Account pursuant to the Indenture shall be treated as “Release Price” and applied in accordance with Section 3.05(b). (e) After each of the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes, the Series 2016-1 Notes and the Series 20182016-1 Notes have been redeemed in full, releases in connection with a Qualified Deleveraging Event and releases in connection with a Series Collateral Release shall not be taken into consideration for the purposes of the limitations set forth in Sections 7.01(a) or 7.04(b). (f) In connection with a release of Properties or Loans pursuant to Section 7.11(a), upon the Indenture Trustee’s receipt of an Officer’s Certificate by the applicable Issuer or Property Manager, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that all conditions set forth herein have been satisfied, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Indenture Trustee shall release to such Issuer or its designee the related Lease File or Loan File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease or Loan from the lien of the Indenture.