Common use of Exchange of Mortgage Loans and Properties Clause in Contracts

Exchange of Mortgage Loans and Properties. (a) Each Issuer may remove Released Assets and Exchanged Assets from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans, as applicable to the Collateral Pool provided that after giving effect to a substitution or exchange pursuant to this Section 7.01, (i) the sum of the Collateral Value of all Released Assets and Exchanged Assets released or exchanged since the Initial Closing Date shall not exceed 35% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); and (ii) the sum of the Collateral Value of all Released Assets released since the Initial Closing Date by paying the Release Price, solely to the extent such Release Price was applied to any of the Notes as Unscheduled Principal Payments, shall not exceed 25% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); provided, 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 and the Series 2016-1 Notes have been repaid in full, in connection with the issuance of each subsequent Series of Notes, the limitations described in sentence paragraph may be reset such that (i) the sum of the Collateral Value of the Exchanged Assets or Released Assets, as applicable, will reflect the aggregate Exchanged Assets or Released Assets exchanged or released since the prior Issuance Date and (ii) the maximum percentages of the Collateral Pool that may be exchanged or released may be subject to change; provided further that in connection with each issuance and the changes described in this sentence, the Rating Condition has been satisfied. No Property will constitute a Qualified Substitute Property or Qualified Underlying Property, no Mortgage Loan will constitute a Qualified Substitute Loan and no Hybrid Lease will constitute a Qualified Substitute Hybrid Lease, unless, after giving effect to the transfer of such Property, Mortgage Loan or Hybrid Lease to the related Issuer, either (i) a Maximum Property Concentration is not exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property, Qualified Underlying Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution. In addition, no exchange of a Property, Lease or Mortgage Loan to a third party or to a STORE SPE may occur if an Early Amortization Period would occur as a result of such exchange. In the event that Released Properties in an amount greater than 25% of the Aggregate Collateral Value are released, the Property Manager will use best efforts to invest the related excess Release Price in the Release Account to purchase Qualified Substitute Properties in exchange for such Released Assets; provided, in the event the Property Manager is not able to purchase Qualified Substitute Properties in exchange, after 12 months, the proceeds will be required to be paid to Noteholders in accordance with this Agreement. Notwithstanding the foregoing, a sale, substitution or exchange pursuant to any of Sections 2.03, 3.15, 7.02, 7.03, 7.05, 7.06, 7.07, 7.08, 7.09 or 7.10 shall not be taken into consideration for purposes of the maximum limitations set forth in the first sentence of this Section 7.01(a).

Exchange of Mortgage Loans and Properties. (a) Each Issuer may remove Released Assets and an Exchanged Assets Property, an Exchanged Hybrid Lease or an Exchanged Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans, as applicable to the Collateral Pool provided that after giving effect to a substitution or exchange pursuant to this Section 7.01, (i) the sum of the Collateral Value of all Released Assets and Exchanged Assets released or exchanged since the Initial Closing Date shall not exceed 35% of the Aggregate Collateral Value (measured as of the most recent Issuance Date)Value; and (ii) the sum of the Collateral Value of all Released Assets released since the Initial Closing Date by paying the Release Price, solely to the extent such Release Price was applied to any of the Notes as Unscheduled Principal Payments, shall not exceed 25% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); provided, 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 and the Series 2016-1 Notes have been repaid in full, in connection with the issuance of each subsequent Series of Notes, the limitations described in sentence paragraph may be reset such that (i) the sum of the Collateral Value of the Exchanged Assets or Released Assets, as applicable, will reflect the aggregate Exchanged Assets or Released Assets exchanged or released since the prior Issuance Date and (ii) the maximum percentages of the Collateral Pool that may be exchanged or released may be subject to change; provided further that in connection with each issuance and the changes described in this sentence, the Rating Condition has been satisfiedValue. No Property will constitute a Qualified Substitute Property or Qualified Underlying Property, no Mortgage Loan will constitute a Qualified Substitute Loan and no Hybrid Lease will constitute a Qualified Substitute Hybrid Lease, unless, after giving effect to the transfer of such Property, Mortgage Loan or Hybrid Lease to the related Issuer, either (i) a Maximum Property Concentration is not exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property, Qualified Underlying Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution. In addition, no exchange of a Property, Lease or Mortgage Loan to a third party or to a STORE SPE may occur if an Early Amortization Period would occur as a result of such exchange. In the event that Released Properties in an amount greater than 25% of the Aggregate Collateral Value are released, the Property Manager will use best efforts to invest the related excess Release Price in the Release Account to purchase Qualified Substitute Properties in exchange for such Released Assets; provided, in the event the Property Manager is not able to purchase Qualified Substitute Properties in exchange, after 12 months, the proceeds will be required to be paid to Noteholders in accordance with this Agreement. Notwithstanding the foregoing, a sale, substitution or exchange pursuant to any of Sections 2.03, 3.15, 7.02, 7.03, 7.05, 7.06, 7.07, 7.08, 7.09 7.05 or 7.10 7.06 shall not be taken into consideration for purposes of the maximum limitations set forth in the first sentence of this Section 7.01(a).

Exchange of Mortgage Loans and Properties. (a) Each Issuer may remove Released Assets and an Exchanged Assets Property, an Exchanged Hybrid Lease or an Exchanged Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans, as applicable to the Collateral Pool provided that after giving effect to a substitution or exchange pursuant to this Section 7.01, (i) the sum of the Collateral Value of all Released Assets and Exchanged Assets released or exchanged since the Initial Closing Date shall not exceed 35% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); and (ii) the sum of the Collateral Value of all Released Assets released since the Initial Closing Date by paying the Release Price, solely to the extent such Release Price was applied to any of the Notes as Unscheduled Principal Payments, shall not exceed 25% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); provided, 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 and the Series 2016-1 Notes have been repaid in full, in connection with the issuance of each subsequent Series of Notes, the limitations described in sentence paragraph may be reset such that (i) the sum of the Collateral Value of the Exchanged Assets or Released Assets, as applicable, will reflect the aggregate Exchanged Assets or Released Assets exchanged or released since the prior Issuance Date and (ii) the maximum percentages of the Collateral Pool that may be exchanged or released may be subject to change; provided further that in connection with each issuance and the changes described in this sentence, the Rating Condition has been satisfied. No Property will constitute a Qualified Substitute Property or Qualified Underlying Property, no Mortgage Loan will constitute a Qualified Substitute Loan and no Hybrid Lease will constitute a Qualified Substitute Hybrid Lease, unless, after giving effect to the transfer of such Property, Mortgage Loan or Hybrid Lease to the related Issuer, either (i) a Maximum Property Concentration is not exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property, Qualified Underlying Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution. In addition, no exchange of a Property, Lease or Mortgage Loan to a third party or to a STORE SPE may occur if an Early Amortization Period would occur as a result of such exchange. In the event that Released Properties in an amount greater than 25% of the Aggregate Collateral Value are released, the Property Manager will use best efforts to invest the related excess Release Price in the Release Account to purchase Qualified Substitute Properties in exchange for such Released Assets; provided, in the event the Property Manager is not able to purchase Qualified Substitute Properties in exchange, after 12 months, the proceeds will be required to be paid to Noteholders in accordance with this Agreement. Notwithstanding the foregoing, a sale, substitution or exchange pursuant to any of Sections 2.03, 3.15, 7.02, 7.03, 7.05, 7.06, 7.07, 7.08, 7.09 or 7.10 shall not be taken into consideration for purposes of the maximum limitations set forth in the first sentence of this Section 7.01(a).

Exchange of Mortgage Loans and Properties. (a) Each Issuer may remove Released Assets and Exchanged Assets from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans, as applicable to the Collateral Pool provided that after giving effect to a substitution or exchange pursuant to this Section 7.01, (i) the sum of the Collateral Value of all Released Assets and Exchanged Assets released or exchanged since the Initial Closing Date shall not exceed 35% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); and (ii) the sum of the Collateral Value of all Released Assets released since the Initial Closing Date by paying the Release Price, solely to the extent such Release Price was applied to any of the Notes as Unscheduled Principal Payments, shall not exceed 25% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); provided, 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 and the Series 2016-1 Notes have been repaid in full, in connection with the issuance of each subsequent Series of Notes, the limitations described in sentence paragraph may be reset such that (i) the sum of the Collateral Value of the Exchanged Assets or Released Assets, as applicable, will reflect the aggregate Exchanged Assets or Released Assets exchanged or released since the prior Issuance Date and (ii) the maximum percentages of the Collateral Pool that may be exchanged or released may be subject to change; provided further that in connection with each issuance and the changes described in this sentence, the Rating Condition has been satisfied. No Property will constitute a Qualified Substitute Property or Qualified Underlying Property, no Mortgage Loan will constitute a Qualified Substitute Loan and no Hybrid Lease will constitute a Qualified Substitute Hybrid Lease, unless, after giving effect to the transfer of such Property, Mortgage Loan or Hybrid Lease to the related Issuer, either (i) a Maximum Property Concentration is not exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property, Qualified Underlying Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution. In addition, no exchange of a Property, Lease or Mortgage Loan to a third party or to a STORE SPE may occur if an Early Amortization Period would occur as a result of such exchange. In the event that Released Properties in an amount greater than 25% of the Aggregate Collateral Value are released, the Property Manager will use best efforts to invest the related excess Release Price in the Release Account to purchase Qualified Substitute Properties in exchange for such Released Assets; provided, in the event the Property Manager is not able to purchase Qualified Substitute Properties in exchange, after 12 months, the proceeds will be required to be paid to Noteholders in accordance with this Agreement. Notwithstanding the foregoing, a sale, substitution or exchange pursuant to any of Sections 2.03, 3.15, 7.02, 7.03, 7.05, 7.06, 7.07, 7.08, 7.09 or 7.10 shall not be taken into consideration for purposes of the maximum limitations set forth in the first sentence of this Section 7.01(a).