Common use of Impaired Individual Property Release Clause in Contracts

Impaired Individual Property Release. Borrower may obtain the release of an Impaired Individual Property from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the related Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Impaired Individual Property Release Conditions”): (i) Borrower shall then be entitled to prepay the Loan subject and pursuant to the provisions of Section 2.4.4(b) and in connection with and as a condition to completing such release, Borrower prepays the Loan in the amount of the applicable Impaired Individual Property Release Amount and the other amounts (including without limitation, the Spread Maintenance Premium (if any) required to be paid in accordance with the terms hereof in connection with such partial prepayment) and the requirements and conditions of Section 2.4.4(b) are satisfied, and (ii) the following conditions are satisfied: (a) The Impaired Individual Property shall be transferred and conveyed to a Person other than Borrower or any other Loan Party, provided that the transfer may be to an Affiliate of Borrower or of another Loan Party; (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Impaired Individual Property Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); and (ii) concurrently with the payment of the Impaired Individual Property Release Amount, each Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan equal to the related Mezzanine Impaired Individual Property Release Amount applicable to such Impaired Individual Property, together with any related interest including, to the extent required under the applicable Mezzanine Loan Documents, interest which would have accrued on the outstanding principal balance of the related Mezzanine Loan pursuant to the related Mezzanine Loan Documents through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan and the Mezzanine Loans described in clauses (i) and (ii) above, additional prepayments would be required in order to comply with the REMIC Requirements pursuant to clause (e) below and/or the corresponding provisions of the applicable Mezzanine Loan Agreement(s), then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower and/or the applicable Mezzanine Borrower(s), as applicable, shall make additional prepayments of the Loan and/or the applicable Mezzanine Loan(s), as applicable, in the amount(s) required to comply with the REMIC Requirements pursuant to clause (e) below and the corresponding provisions of the applicable Mezzanine Loan Agreement(s); (c) Borrower shall submit to Lender, not less than five (5) Business Days prior to the date on which the prepayment will be made, a release or assignment of the Lien of the Mortgage on the applicable Impaired Individual Property and release of the Lien of the related Loan Documents for such Impaired Individual Property for execution by Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Impaired Individual Property is located and shall contain standard provisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, representation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (d) Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (e) If the Loan is included in a REMIC Trust, such release satisfies the REMIC Requirements in effect as of (i) the date on which Borrower shall notify Lender of such prepayment in accordance with Section 2.4.4(b) and (ii) the date on which such release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect to such release; (f) To the extent that the Franchisor party to the Franchise Agreement affecting such Impaired Individual Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Impaired Individual Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (g) All other conditions to the release of such Impaired Individual Property set forth in the Mezzanine Loan Documents shall been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mezzanine Lender); and (h) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee, being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,500.

Impaired Individual Property Release. Borrower may permit Owner to obtain the release of an Impaired Individual Property from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the related Mortgage Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Impaired Individual Property Release Conditions”): (i) Borrower shall then be entitled to prepay the Loan subject and pursuant to the provisions of Section 2.4.4(b) and in connection with and as a condition to completing such release, Borrower prepays the Loan in the amount of the applicable Impaired Individual Property Release Amount and the other amounts (including without limitation, the Spread Maintenance Premium (if any) required to be paid in accordance with the terms hereof in connection with such partial prepayment) and the requirements and conditions of Section 2.4.4(b) are satisfied, and (ii) the following conditions are satisfied: (a) The Impaired Individual Property shall be transferred and conveyed to a Person other than Borrower or any other Loan Party, provided that the transfer may be to an Affiliate of Borrower or of another Loan Party; (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Impaired Individual Property Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); and (ii) concurrently with the payment of the Impaired Individual Property Release Amount, each of Owner and other Mezzanine Borrower Borrowers shall make a partial prepayment of the related Mortgage Loan and other Mezzanine Loan Loans, respectively, equal to the related Mezzanine Mortgage Impaired Individual Property Release Amount or the such similar release amount required under the Mortgage Loan and other applicable Mezzanine Loans applicable to such Impaired Individual Property, together with any related interest including, to the extent required under the applicable Mortgage Loan Documents or the other Mezzanine Loan Documents, as applicable, interest which would have accrued on the outstanding principal balance of the related Mezzanine Mortgage Loan pursuant to the related Mortgage Loan Documents or the other Mezzanine Loans pursuant to the other Mezzanine Loan Documents Documents, as applicable, through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan, the Mortgage Loan and the other Mezzanine Loans described in clauses (i) and (ii) above, additional prepayments would be required in order to comply with the REMIC Requirements pursuant to clause (e) below and/or the corresponding provisions of the applicable Mortgage Loan Agreement and/or the other Mezzanine Loan Agreement(s), then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower Borrower, Owner and/or the applicable other Mezzanine Borrower(s), as applicable, shall make additional prepayments of the Loan, the Mortgage Loan and/or the applicable other Mezzanine Loan(s), as applicable, in the amount(s) required to comply with the REMIC Requirements pursuant to clause (e) below and the corresponding provisions of the applicable Mortgage Loan Agreement and/or the other Mezzanine Loan Agreement(s); (c) Borrower All release provisions set forth in the Mortgage Loan Documents shall submit to Lender, not less than five (5) Business Days prior to the date on which the prepayment have been satisfied or will be made, a release or assignment satisfied as of the Lien release date (as evidenced by an Officer’s Certificate and the delivery to Lender of the a copy of a payoff letter from Mortgage on the applicable Impaired Individual Property and release of the Lien of the related Loan Documents for such Impaired Individual Property for execution by Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Impaired Individual Property is located and shall contain standard provisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, representation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law). In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (d) Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (e) If the Loan is included in a REMIC Trust, such release satisfies the REMIC Requirements in effect as of (i) the date on which Borrower shall notify Lender of such prepayment in accordance with Section 2.4.4(b) and (ii) the date on which such release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect to such release; (f) To the extent that the Franchisor party to the Franchise Agreement affecting such Impaired Individual Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Impaired Individual Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (g) All other conditions to the release of such Impaired Individual Property set forth in the Mezzanine Loan Documents shall been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mezzanine Lender); and (h) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee, being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,500.

Impaired Individual Property Release. Borrower may permit Owner to obtain the release of an Impaired Individual Property from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the related Mortgage Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Impaired Individual Property Release Conditions”): (i) Borrower shall then be entitled to prepay the Loan subject and pursuant to the provisions of Section 2.4.4(b) and in connection with and as a condition to completing such release, Borrower prepays the Loan in the amount of the applicable Impaired Individual Property Release Amount and the other amounts (including without limitation, the Spread Maintenance Premium (if any) required to be paid in accordance with the terms hereof in connection with such partial prepayment) and the requirements and conditions of Section 2.4.4(b) are satisfied, and (ii) the following conditions are satisfied: (a) The Impaired Individual Property shall be transferred and conveyed to a Person other than Borrower or any other Loan Party, provided that the transfer may be to an Affiliate of Borrower or of another Loan Party; (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Impaired Individual Property Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); and (ii) concurrently with the payment of the Impaired Individual Property Release Amount, each of Owner and other Mezzanine Borrower Borrowers shall make a partial prepayment of the related Mortgage Loan and other Mezzanine Loan Loans, respectively, equal to the related Mezzanine Mortgage Impaired Individual Property Release Amount or the such similar release amount required under the Mortgage Loan and other applicable Mezzanine Loans applicable to such Impaired Individual Property, together with any related interest including, to the extent required under the applicable Mortgage Loan Documents or the other Mezzanine Loan Documents, as applicable, interest which would have accrued on the outstanding principal balance of the related Mezzanine Mortgage Loan pursuant to the related Mortgage Loan Documents or the other Mezzanine Loans pursuant to the other Mezzanine Loan Documents Documents, as applicable, through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan, the Mortgage Loan and the other Mezzanine Loans described in clauses (i) and (ii) above, additional prepayments would be required in order to comply with the REMIC Requirements pursuant to clause (e) below and/or the corresponding provisions of the applicable Mortgage Loan Agreement and/or the other Mezzanine Loan Agreement(s), then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower Borrower, Owner and/or the applicable other Mezzanine Borrower(s), as applicable, shall make additional prepayments of the Loan, the Mortgage Loan and/or the applicable other Mezzanine Loan(s), as applicable, in the amount(s) required to comply with the REMIC Requirements pursuant to clause (e) below and the corresponding provisions of the applicable Mortgage Loan Agreement and/or the other Mezzanine Loan Agreement(s); (c) Borrower All release provisions set forth in the Mortgage Loan Documents shall submit to Lender, not less than five (5) Business Days prior to the date on which the prepayment have been satisfied or will be made, a release or assignment satisfied as of the Lien release date (as evidenced by an Officer’s Certificate and the delivery to Lender of the a copy of a payoff letter from Mortgage on the applicable Impaired Individual Property and release of the Lien of the related Loan Documents for such Impaired Individual Property for execution by Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Impaired Individual Property is located and shall contain standard provisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, representation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law). In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (d) Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (e) If the Loan is included in a REMIC Trust, such release satisfies the REMIC Requirements in effect as of (i) the date on which Borrower shall notify Lender of such prepayment in accordance with Section 2.4.4(b2.4.4(c) and (ii) the date on which such release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect to such release; (f) To the extent that the Franchisor party to the Franchise Agreement affecting such Impaired Individual Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Impaired Individual Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (g) All other conditions to the release of such Impaired Individual Property set forth in the other Mezzanine Loan Documents shall been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mezzanine Lender); and (h) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee, being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,500.

Impaired Individual Property Release. Borrower may permit Owner to obtain the release of an Impaired Individual Property from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the related Mortgage Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Impaired Individual Property Release Conditions”): (i) Borrower shall then be entitled to prepay the Loan subject and pursuant to the provisions of Section 2.4.4(b) and in connection with and as a condition to completing such release, Borrower prepays the Loan in the amount of the applicable Impaired Individual Property Release Amount and the other amounts (including without limitation, the Spread Maintenance Premium (if any) required to be paid in accordance with the terms hereof in connection with such partial prepayment) and the requirements and conditions of Section 2.4.4(b) are satisfied, and (ii) the following conditions are satisfied: (a) The Impaired Individual Property shall be transferred and conveyed to a Person other than Borrower Borrower, Owner or any other Loan Party, provided that the transfer may be to an Affiliate of Borrower or of another Loan Party; (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Impaired Individual Property Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); and (ii) concurrently with the payment of the Impaired Individual Property Release Amount, each Owner shall make a partial prepayment of the Mortgage Loan equal to the Mortgage Impaired Individual Property Release Amount, and Mezzanine B Borrower shall make a partial prepayment of the related Mezzanine B Loan equal to the related Mezzanine B Impaired Individual Property Release Amount applicable to such Impaired Individual PropertyAmount, together with any related interest including, to the extent required under the applicable Mortgage Loan Documents and/or Mezzanine B Loan Documents, as applicable, interest which would have accrued on the outstanding principal balance of the related Mezzanine Mortgage Loan pursuant to the related Mortgage Loan Documents and/or the Mezzanine B Loan pursuant to the Mezzanine B Loan Documents through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan and the Mezzanine Loans described in clauses (i) and (ii) above, additional prepayments would be required in order to comply with the REMIC Requirements pursuant to clause (e) below and/or the corresponding provisions of the applicable Mezzanine Loan Agreement(s), then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower and/or the applicable Mezzanine Borrower(s), as applicable, shall make additional prepayments of the Loan and/or the applicable Mezzanine Loan(s), as applicable, in the amount(s) required to comply with the REMIC Requirements pursuant to clause (e) below and the corresponding provisions of the applicable Mezzanine Loan Agreement(s);. (c) Borrower All release provisions set forth in the Mortgage Loan Documents shall submit to Lender, not less than five (5) Business Days prior to the date on which the prepayment have been satisfied or will be made, a release or assignment satisfied as of the Lien release date (as evidenced by an Officer’s Certificate and the delivery to Lender of the a copy of a payoff letter from Mortgage on the applicable Impaired Individual Property and release of the Lien of the related Loan Documents for such Impaired Individual Property for execution by Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Impaired Individual Property is located and shall contain standard provisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, representation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law). In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (d) Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (e) If the Loan is included in a REMIC Trust, such release satisfies the REMIC Requirements in effect as of (i) the date on which Borrower shall notify Lender of such prepayment in accordance with Section 2.4.4(b) and (ii) the date on which such release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect to such releaseIntentionally Omitted; (f) To the extent that the Franchisor party to the Franchise Agreement affecting such Impaired Individual Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Impaired Individual Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (g) All other conditions to the release of such Impaired Individual Property, Mezzanine B Impaired Individual Property and/or Mortgage Impaired Individual Property set forth in the Loan Documents, Mezzanine B Loan Documents and/or Mortgage Loan Documents, respectively, shall have been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mortgage Lender and/or Mezzanine B Lender), as applicable; and (h) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee, being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,5002,500.

Impaired Individual Property Release. Borrower may permit Owner to obtain the release of an Impaired Individual Property from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the related Mortgage Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Impaired Individual Property Release Conditions”): (i) Borrower shall then be entitled to prepay the Loan subject and pursuant to the provisions of Section 2.4.4(b) and in connection with and as a condition to completing such release, Borrower prepays the Loan in the amount of the applicable Impaired Individual Property Release Amount and the other amounts (including without limitation, the Spread Maintenance Premium (if any) required to be paid in accordance with the terms hereof in connection with such partial prepayment) and the requirements and conditions of Section 2.4.4(b) are satisfied, and (ii) the following conditions are satisfied: (a) The Impaired Individual Property shall be transferred and conveyed to a Person other than Borrower Borrower, Owner or any other Loan Party, provided that the transfer may be to an Affiliate of Borrower or of another Loan Party; (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Impaired Individual Property Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); and (ii) concurrently with the payment of the Impaired Individual Property Release Amount, each Mezzanine Borrower Owner shall make a partial prepayment of the related Mezzanine Mortgage Loan equal to the related Mezzanine Mortgage Impaired Individual Property Release Amount applicable to or the such Impaired Individual Propertysimilar release amount required under the Mortgage Loan, together with any related interest including, to the extent required under the applicable Mezzanine Mortgage Loan Documents, interest which would have accrued on the outstanding principal balance of the related Mezzanine Mortgage Loan pursuant to the related Mezzanine Mortgage Loan Documents through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan and the Mezzanine Loans Mortgage Loan described in clauses (i) and (ii) above, additional prepayments would be required in order to comply with the REMIC Requirements pursuant to clause (e) below and/or the corresponding provisions of the applicable Mezzanine Mortgage Loan Agreement(s)Agreement, then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower Borrower, and/or the applicable Mezzanine Borrower(s)Owner, as applicable, shall make additional prepayments of the Loan and/or the applicable Mezzanine Loan(s)Mortgage Loan, as applicable, in the amount(s) required to comply with the REMIC Requirements pursuant to clause (e) below and the corresponding provisions of the applicable Mezzanine Mortgage Loan Agreement(s)Agreement; (c) Borrower All release provisions set forth in the Mortgage Loan Documents shall submit to Lender, not less than five (5) Business Days prior to the date on which the prepayment have been satisfied or will be made, a release or assignment satisfied as of the Lien release date (as evidenced by an Officer’s Certificate and the delivery to Lender of the a copy of a payoff letter from Mortgage on the applicable Impaired Individual Property and release of the Lien of the related Loan Documents for such Impaired Individual Property for execution by Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Impaired Individual Property is located and shall contain standard provisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, representation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law). In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (d) Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (e) If the Loan is included in a REMIC Trust, such release satisfies the REMIC Requirements in effect as of (i) the date on which Borrower shall notify Lender of such prepayment in accordance with Section 2.4.4(b) and (ii) the date on which such release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect to such release; (f) To the extent that the Franchisor party to the Franchise Agreement affecting such Impaired Individual Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Impaired Individual Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (g) All other conditions to the release of such Impaired Individual Property set forth in the Mezzanine Loan Documents shall been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mezzanine Lender); and (h) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee, being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,500.

Impaired Individual Property Release. Borrower may obtain the release of an Impaired Individual Property from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the related Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Impaired Individual Property Release Conditions”): (i) Borrower shall then be entitled to prepay the Loan subject and pursuant to the provisions of Section 2.4.4(b) and in connection with and as a condition to completing such release, Borrower prepays the Loan in the amount of the applicable Impaired Individual Property Release Amount and the other amounts (including without limitation, the Spread Maintenance Premium (if any) required to be paid in accordance with the terms hereof in connection with such partial prepayment) and the requirements and conditions of Section 2.4.4(b) are satisfied, and (ii) the following conditions are satisfied: (a) The Impaired Individual Property shall be transferred and conveyed to a Person other than Borrower or any other Loan Party, provided that the transfer may be to an Affiliate of Borrower or of another Loan Party; (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Impaired Individual Property Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); and (ii) concurrently with the payment of the Impaired Individual Property Release Amount, each Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan equal to the related Mezzanine Impaired Individual Property Release Amount applicable to such Impaired Individual Property, together with any related interest including, to the extent required under the applicable Mezzanine Loan Documents, interest which would have accrued on the outstanding principal balance of the related Mezzanine Loan pursuant to the related Mezzanine Loan Documents through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan and the Mezzanine Loans described in clauses (i) and (ii) above, additional prepayments would be required in order to comply with the REMIC Requirements pursuant to clause (e) below and/or the corresponding provisions of the applicable Mezzanine Loan Agreement(s), then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower and/or the applicable Mezzanine Borrower(s), as applicable, shall make additional prepayments of the Loan and/or the applicable Mezzanine Loan(s), as applicable, in the amount(s) required to comply with the REMIC Requirements pursuant to clause (e) below and the corresponding provisions of the applicable Mezzanine Loan Agreement(s); (c) Borrower shall submit to Lender, not less than five (5) Business Days prior to the date on which the prepayment will be made, a release or assignment of the Lien of the Mortgage on the applicable Impaired Individual Property and release of the Lien of the related Loan Documents for such Impaired Individual Property for execution by Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Impaired Individual Property is located and shall contain standard provisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, representation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (d) Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (e) If if the Loan is included in a REMIC TrustTrust and the Aggregate LTV exceeds or would exceed 125% immediately after giving effect to the release of the applicable Individual Property, such no release satisfies will be permitted unless the REMIC Requirements in effect as principal balance of the Loan is prepaid by an amount not less than the greater of (i) the date on which Borrower shall notify Lender of such prepayment in accordance with Section 2.4.4(b) and Release Amount or (ii) the date on which least of the following amounts: (A) only if the released Individual Property is sold, the net sales proceeds of an arm’s length sale of the released Individual Property to an unrelated Person, (B) the fair market value of the released Individual Property as reasonably determined by Lender at the time of the release, or (C) an amount such that the Aggregate LTV (as so determined by Lender in accordance with this Section 2.5.3(e)) after giving effect to the release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect of the applicable Individual Property is not greater than Aggregate LTV immediately prior to such release, unless Lender, for the benefit of Lender, receives an opinion of counsel that, if this clause (ii) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the applicable Individual Property; (f) To the extent that the Franchisor party to the Franchise Agreement affecting such Impaired Individual Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Impaired Individual Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (g) All other conditions to the release of such Impaired Individual Property set forth in the Mezzanine Loan Documents shall been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mezzanine Lender); and (h) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee, being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,5002,500.

Impaired Individual Property Release. Borrower may obtain the release of an Impaired Individual Property from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the related Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Impaired Individual Property Release Conditions”): (i) Borrower shall then be entitled to prepay the Loan subject and pursuant to the provisions of Section 2.4.4(b) and in connection with and as a condition to completing such release, Borrower prepays the Loan in the amount of the applicable Impaired Individual Property Release Amount and the other amounts (including without limitation, the Spread Maintenance Premium (if any) required to be paid in accordance with the terms hereof in connection with such partial prepayment) and the requirements and conditions of Section 2.4.4(b) are satisfied, and (ii) the following conditions are satisfied: (a) The Impaired Individual Property shall be transferred and conveyed to a Person other than Borrower or any other Loan Party, provided that the transfer may be to an Affiliate of Borrower or of another Loan Party; (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Impaired Individual Property Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); and (ii) concurrently with the payment of the Impaired Individual Property Release Amount, each Mezzanine Borrower shall make a partial prepayment of the related Mezzanine Loan equal to the related Mezzanine Impaired Individual Property Release Amount applicable to such Impaired Individual Property, together with any related interest including, to the extent required under the applicable Mezzanine Loan Documents, interest which would have accrued on the outstanding principal balance of the related Mezzanine Loan pursuant to the related Mezzanine Loan Documents through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan and the Mezzanine Loans described in clauses (i) and (ii) above, additional prepayments would be required in order to comply with the REMIC Requirements pursuant to clause (e) below and/or the corresponding provisions of the applicable Mezzanine Loan Agreement(s), then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower and/or the applicable Mezzanine Borrower(s), as applicable, shall make additional prepayments of the Loan and/or the applicable Mezzanine Loan(s), as applicable, in the amount(s) required to comply with the REMIC Requirements pursuant to clause (e) below and the corresponding provisions of the applicable Mezzanine Loan Agreement(s); (c) Borrower shall submit to Lender, not less than five (5) Business Days prior to the date on which the prepayment will be made, a release or assignment of the Lien of the Mortgage on the applicable Impaired Individual Property and release of the Lien of the related Loan Documents for such Impaired Individual Property for execution by Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Impaired Individual Property is located and shall contain standard provisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, representation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (d) Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (e) If if the Loan is included in a REMIC TrustTrust and the LTV exceeds or would exceed 125% immediately after giving effect to the release of the applicable Individual Property, such no release satisfies will be permitted unless the REMIC Requirements in effect as principal balance of the Loan is prepaid by an amount not less than the greater of (i) the date on which Borrower shall notify Lender of such prepayment in accordance with Section 2.4.4(b) and Release Amount or (ii) the date on which least of the following amounts: (A) only if the released Individual Property is sold, the net sales proceeds of an arm’s length sale of the released Individual Property to an unrelated Person, (B) the fair market value of the released Individual Property as reasonably determined by Lender at the time of the release, or (C) an amount such that the LTV (as so determined by Lender in accordance with this Section 2.5.3(e)) after giving effect to the release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect of the applicable Individual Property is not greater than LTV immediately prior to such release, unless Lender, for the benefit of Lender, receives an opinion of counsel that, if this clause (ii) is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release of the applicable Individual Property; (f) To the extent that the Franchisor party to the Franchise Agreement affecting such Impaired Individual Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Impaired Individual Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (g) All other conditions to the release of such Impaired Individual Property set forth in the Mezzanine Loan Documents shall been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mezzanine Lender); and (h) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee, being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,5002,500.

Impaired Individual Property Release. Borrower may permit Owner to obtain the release of an Impaired Individual Property from the Mortgage thereon (or at Borrower’s option, an assignment thereof to one or more third parties) and from the Lien of the related Mortgage Loan Documents, provided that the following conditions precedent to such release are satisfied (the “Impaired Individual Property Release Conditions”): (i) Borrower shall then be entitled to prepay the Loan subject and pursuant to the provisions of Section 2.4.4(b) and in connection with and as a condition to completing such release, Borrower prepays the Loan in the amount of the applicable Impaired Individual Property Release Amount and the other amounts (including without limitation, the Spread Maintenance Premium (if any) required to be paid in accordance with the terms hereof in connection with such partial prepayment) and the requirements and conditions of Section 2.4.4(b) are satisfied, and (ii) the following conditions are satisfied: (a) The Impaired Individual Property shall be transferred and conveyed to a Person other than Borrower Borrower, Owner or any other Loan Party, provided that the transfer may be to an Affiliate of Borrower or of another Loan Party; (b) the following amounts shall be paid: (i) the Outstanding Principal Balance shall be prepaid by an amount equal to the Impaired Individual Property Release Amount for the applicable Individual Property, and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.6 (including with respect to any prepayments made under clause (iii) below); and (ii) concurrently with the payment of the Impaired Individual Property Release Amount, each Owner shall make a partial prepayment of the Mortgage Loan equal to the Mortgage Impaired Individual Property Release Amount, and Mezzanine A Borrower shall make a partial prepayment of the related Mezzanine A Loan equal to the related Mezzanine A Impaired Individual Property Release Amount applicable to such Impaired Individual PropertyAmount, together with any related interest including, to the extent required under the applicable Mortgage Loan Documents and/or Mezzanine A Loan Documents, as applicable, interest which would have accrued on the outstanding principal balance of the related Mezzanine Mortgage Loan pursuant to the related Mortgage Loan Documents and/or the Mezzanine A Loan pursuant to the Mezzanine A Loan Documents through the end of the interest period set forth therein during which such prepayment occurs; and (iii) if following the application of the prepayments of the Loan and the Mezzanine Loans described in clauses (i) and (ii) above, additional prepayments would be required in order to comply with the REMIC Requirements pursuant to clause (e) below and/or the corresponding provisions of the applicable Mezzanine Loan Agreement(s), then concurrently with and in addition to the prepayments described in clauses (i) and (ii) above, Borrower and/or the applicable Mezzanine Borrower(s), as applicable, shall make additional prepayments of the Loan and/or the applicable Mezzanine Loan(s), as applicable, in the amount(s) required to comply with the REMIC Requirements pursuant to clause (e) below and the corresponding provisions of the applicable Mezzanine Loan Agreement(s);. (c) Borrower All release provisions set forth in the Mortgage Loan Documents and the Mezzanine A Loan Documents shall submit to Lender, not less than five (5) Business Days prior to the date on which the prepayment have been satisfied or will be made, a release or assignment satisfied as of the Lien release date (as evidenced by an Officer’s Certificate and the delivery to Lender of the a copy of a payoff letter from Mortgage on the applicable Impaired Individual Property Lender and release of the Lien of the related Loan Documents for such Impaired Individual Property for execution by Mezzanine A Lender. Such release or assignment shall be in a form appropriate in each jurisdiction in which the Impaired Individual Property is located and shall contain standard provisions satisfactory to a prudent lender acting reasonably. Any assignments made by Lender shall be without recourse, representation or warranty by Lender (other than representations relating to due execution and authority) and comply with all applicable law). In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (d) Following such release or assignment, Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity and to comply with all provisions of the Loan Documents pertaining to a Special Purpose Bankruptcy Remote Entity; (e) If the Loan is included in a REMIC Trust, such release satisfies the REMIC Requirements in effect as of (i) the date on which Borrower shall notify Lender of such prepayment in accordance with Section 2.4.4(b) and (ii) the date on which such release shall occur, and if required by Lender, Borrower shall deliver to Lender a REMIC Opinion with respect to such releaseIntentionally Omitted; (f) To the extent that the Franchisor party to the Franchise Agreement affecting such Impaired Individual Property is also a Franchisor under other Franchise Agreements and/or to the extent that the Franchise Agreement affecting such Impaired Individual Property also affects other Properties which will not be released, such release shall not result in a default under any of such Franchise Agreements or give the Franchisor thereunder the right to terminate any of such Franchise Agreements, and all requisite consents to such release shall have been obtained from the applicable Franchisor and Lender shall have received reasonably satisfactory evidence of same (which may be demonstrated by an Officer’s Certificate certifying to the foregoing); (g) All other conditions to the release of such Impaired Individual Property, Mezzanine A Impaired Individual Property and/or Mortgage Impaired Individual Property set forth in the Loan Documents, Mezzanine A Loan Documents and/or Mortgage Loan Documents, respectively, shall have been satisfied or waived in accordance therewith (as evidenced by an Officer’s Certificate and the delivery to Lender of a copy of a payoff letter from the applicable Mortgage Lender and/or Mezzanine A Lender), as applicable; and (h) Borrower shall have paid all reasonable third-party costs and expenses incurred by Lender and/or its Servicer in connection with any such release or assignment and, in addition, the current reasonable and customary fee, being assessed by Lender and/or its Servicer to effect such release or assignment, not to exceed (in the aggregate for Lender and its Servicer) $8,5002,500.