Common use of Representations and Warranties With Respect To Mortgage Loans, Mortgaged Properties and Leases Clause in Contracts

Representations and Warranties With Respect To Mortgage Loans, Mortgaged Properties and Leases. Subject to any exceptions (x) approved by the Requisite Global Majority, (y) with respect to which the Rating Condition is satisfied or (z) for any Mortgage Loans or Mortgaged Properties and Leases added to the Collateral Pool on any Series Closing Date after the Applicable Series Closing Date, as set forth in the Series Supplement for the Series issued on such Series Closing Date, (i) in connection with the issuance of any Series of Notes on any Series Closing Date occurring on or after the Applicable Series Closing Date, the applicable Issuer hereby makes the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to the (X) Mortgage Loans and (Y) Mortgaged Properties and any related Leases, respectively, added to the Collateral Pool by such Issuer on such Series Closing Date; provided, that such representations and warranties shall be made as of the date specified in such representation or warranty or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date, or (ii) in any other instance in which an Issuer acquires any Mortgage Loans or Mortgaged Properties and related Leases on or after the Applicable Series Closing Date (including in connection with the addition of any Qualified Substitute Mortgage Loans and/or Qualified Substitute Mortgaged Properties to the Collateral Pool), such Issuer hereby makes the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to such (X) Mortgage Loans or (Y) Mortgaged Properties and any related Leases, respectively; provided, that such representations and warranties shall be made as of the date specified in such representation or warranty or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date. Notwithstanding the foregoing, the terms and provisions and requirements of this paragraph shall not apply to any Mortgage Loans, Mortgaged Properties or Leases acquired by an Issuer from an Originator or the transactions effected by any such acquisition. With respect to any Mortgage Loans or Mortgaged Properties and related Leases acquired by an Issuer from an Originator on or after the Applicable Series Closing Date (whether on a Series Closing Date or otherwise), the applicable Issuer shall cause (i) the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to (X) the Mortgage Loans and (Y) the Mortgaged Properties and any related Leases, respectively, to be made by such Originator as of the date specified in such representation or warranty or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date (in each case subject to any exceptions approved by the Requisite Global Majority or with respect to which the Rating Condition is satisfied) and (ii) such Originator’s obligations with respect to such representations and warranties to be guaranteed by the Support Provider pursuant to a Performance Undertaking and such guarantee to be substantially similar in substance (subject to any modifications or differences with respect to which the Rating Condition is satisfied) to the analogous guarantee contained in Section 2(a) of the Series 2014 Performance Undertaking. In connection with the issuance of any Series of Notes subsequent to the Applicable Series Closing Date, the applicable Issuer shall cause a Performance Undertaking which contains provisions substantially similar in substance (subject to any modifications or differences with respect to which the Rating Condition is satisfied) to Sections 2(c) and 2(d) of the Series 2014 Performance Undertaking to be entered into by the Support Provider (or an Affiliate of the Support Provider with respect to which the Rating Condition is satisfied). The sole remedy for the breach of any representations or warranties set forth on Schedule I-A or Schedule I-B shall be set forth expressly in the Property Management Agreement (and, for the avoidance of doubt, no such breach shall constitute or give rise to a default hereunder).

Representations and Warranties With Respect To Mortgage Loans, Mortgaged Properties and Leases. Subject to any exceptions (x) approved by the Requisite Global Majority, (y) with respect to which the Rating Condition is satisfied or (z) for any Mortgage Loans or Mortgaged Properties and Leases added to the Collateral Pool on any Series Closing Date after the Applicable Series Closing Date, as set forth in the Series Supplement for the Series issued on such Series Closing Date, (i) in connection with the issuance of any Series of Notes on any Series Closing Date occurring on or after the Applicable Series Closing Date, the applicable Issuer hereby makes the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to the (X) Mortgage Loans and (Y) Mortgaged Properties and any related Leases, respectively, added to the Collateral Pool by such Issuer on such Series Closing Date; provided, that such representations and warranties shall be made as of the date specified in such representation or warranty or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date, or (ii) in any other instance in which an Issuer acquires any Mortgage Loans or Mortgaged Properties and related Leases on or -50- after the Applicable Series Closing Date (including in connection with the addition of any Qualified Substitute Mortgage Loans and/or Qualified Substitute Mortgaged Properties to the Collateral Pool), such Issuer hereby makes the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to such (X) Mortgage Loans or (Y) Mortgaged Properties and any related Leases, respectively; provided, that such representations and warranties shall be made as of the date specified in such representation or warranty or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date. Notwithstanding the foregoing, the terms and provisions and requirements of this paragraph shall not apply to any Mortgage Loans, Mortgaged Properties or Leases acquired by an Issuer from an Originator or the transactions effected by any such acquisition. With respect to any Mortgage Loans or Mortgaged Properties and related Leases acquired by an Issuer from an Originator on or after the Applicable Series Closing Date (whether on a Series Closing Date or otherwise), the applicable Issuer shall cause (i) the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to (X) the Mortgage Loans and (Y) the Mortgaged Properties and any related Leases, respectively, to be made by such Originator as of the date specified in such representation or warranty or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date (in each case subject to any exceptions approved by the Requisite Global Majority or with respect to which the Rating Condition is satisfied) and (ii) such Originator’s obligations with respect to such representations and warranties to be guaranteed by the Support Provider pursuant to a Performance Undertaking and such guarantee to be substantially similar in substance (subject to any modifications or differences with respect to which the Rating Condition is satisfied) to the analogous guarantee contained in Section 2(a) of the Series 2014 Performance Undertaking. In connection with the issuance of any Series of Notes subsequent to the Applicable Series Closing Date, the applicable Issuer shall cause a Performance Undertaking which contains provisions substantially similar in substance (subject to any modifications or differences with respect to which the Rating Condition is satisfied) to Sections 2(c) and 2(d) of the Series 2014 Performance Undertaking to be entered into by the Support Provider (or an Affiliate of the Support Provider with respect to which the Rating Condition is satisfied). The sole remedy for the breach of any representations or warranties set forth on Schedule I-A or Schedule I-B shall be set forth expressly in the Property Management Agreement (and, for the avoidance of doubt, no such breach shall constitute or give rise to a default hereunder).

Representations and Warranties With Respect To Mortgage Loans, Mortgaged Properties and Leases. Subject to any exceptions (x) approved by the Requisite Global Majority, (y) with respect to which the Affirmative Rating Condition is satisfied or (z) for any Mortgage Loans or Mortgaged Properties and Leases added to the Collateral Pool on any Series Closing Date after the Applicable a Series Closing Date, as set forth in the Series Supplement for the Series issued on such Series Closing Date, (i) in connection with the issuance of any Series of Notes on any Series Closing Date occurring on or after the Applicable Series Closing DateNotes, the applicable Issuer hereby makes the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to the (X) Mortgage Loans and (Y) Mortgaged Properties and any related Leases, respectively, added to the Collateral Pool by such Issuer on such Series Closing Date; provided, that such representations and warranties shall be made as of the date specified in such representation Schedule I-A or warranty Schedule I-B or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date, or (ii) in any other instance in which an Issuer acquires any Mortgage Loans or Mortgaged Properties and related Leases on or after the Applicable Series Closing Date (including in connection with the addition of any Qualified Substitute Mortgage Loans and/or Qualified Substitute Mortgaged Properties to the Collateral Pool), such Issuer hereby makes the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to such (X) Mortgage Loans or (Y) Mortgaged Properties and any related Leases, respectively; provided, that such representations and warranties shall be made as of the date specified in such representation Schedule I-A or warranty Schedule I-B or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date. Notwithstanding the foregoing, the terms and provisions and requirements of this paragraph shall not apply to any Mortgage Loans, Mortgaged Properties or Leases acquired by an Issuer from an Originator or the transactions effected by any such acquisition. With respect to any Mortgage Loans or Mortgaged Properties and related Leases acquired by an Issuer from an Originator on or after the Applicable Series Closing Date (whether on a Series Closing Date or otherwise), the applicable Issuer shall cause (i) the applicable representations and warranties set forth on Schedule I-A and Schedule I-B with respect to (X) the Mortgage Loans and (Y) the Mortgaged Properties and any related Leases, respectively, to be made by such Originator as of the date specified in such representation Schedule I-A or warranty Schedule I-B or, in the event no such date is specified with respect to any such representation or warranty, as of the applicable Transfer Date (in each case subject to any exceptions approved by the Requisite Global Majority or with respect to which the Affirmative Rating Condition is satisfied) and (ii) such Originator’s obligations with respect to such representations and warranties to be guaranteed by the Support Provider pursuant to a Performance Undertaking and such guarantee to be substantially similar in substance (subject to any modifications or differences with respect to which the Affirmative Rating Condition is satisfied) to the analogous guarantee contained in Section 2(a) of the Series 2014 Performance Undertaking (the “Initial Performance Undertaking”) entered into by the Support Provider in connection with the Initial Closing Date. In connection with the issuance of any Series of Notes subsequent to the Applicable Series Initial Closing Date, the applicable Issuer shall cause a Performance Undertaking which contains provisions substantially similar in substance (subject to any modifications or differences with respect to which the Affirmative Rating Condition is satisfied) to Sections 2(c) and 2(dSection 2(b) of the Series 2014 Initial Performance Undertaking to be entered into by the Support Provider (or an Affiliate of the Support Provider with respect to which the Affirmative Rating Condition is satisfied). The sole remedy for the breach of any representations or warranties set forth on Schedule I-A or Schedule I-B shall be set forth expressly in the Property Management Agreement (and, for the avoidance of doubt, no such breach shall constitute or give rise to a default hereunder).