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). (b) In the event that any Issuer elects to substitute one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans pursuant to this Section 7.01, the Property Manager shall require such Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” or “Loan File,” as applicable, in Section 1.01 with respect to each Qualified Substitute Property. Qualified Substitute Hybrid Lease or Qualified Substitute Loan in accordance with this Agreement. Monthly Lease Payments due with respect to Qualified Substitute Properties and Qualified Substitute Hybrid Leases and Monthly Loan Payments due with respect to Qualified Substitute Loans in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to such Issuer on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property and Monthly Loan Payment due on the Mortgage Loan for the Removed Loan for such month and, thereafter, the applicable Issuer designee shall be entitled to retain all amounts received in respect of such Lease or Mortgage Loan. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and each Issuer an amended Owned Property Schedule and an amended Mortgage Loan Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease, Qualified Substitute Hybrid Lease and Qualified Substitute Loan and the removal from the Collateral of each Removed Property and related Lease and Removed Loan. Upon such substitution, each Qualified Substitute Property, Qualified Substitute Hybrid Lease and Qualified Substitute Loan shall be subject to the terms of this Agreement in all respects, and the applicable Issuer shall be deemed to have made the representations and warranties contained in Section 2.20 of the Indenture with respect to each Qualified Substitute Property, Section 2.21 of the Indenture with respect to each Qualified Substitute Loan and Section 2.20, Section 2.21 and Section 2.22 with respect to each Qualified Substitute Hybrid Lease, as applicable, and the applicable Issuer shall deliver to the Custodian a certificate in the form of Exhibit G attached hereto certifying to the Custodian that such exceptions as have been proposed by the Property Manager or the Issuers are materially consistent with the underwriting criteria for existing Properties and Mortgage Loans. (c) Each Issuer shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by an Issuer pursuant to a Master Exchange Agreement, and Owned Property relating to each Qualified Substitute Hybrid Lease deeded (or, with respect to Qualified Substitute Properties, having the leasehold interest in the ground lease therein assigned) or Qualified Substitute Loan and loan component of each Qualified Substitute Hybrid Lease assigned to such Issuer and distributing or otherwise transferring the Removed Property or Removed Loan to its members and delivering to and depositing with the Custodian (i) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Qualified Substitute Property (or leasehold interest in the ground lease), Qualified Substitute Hybrid Lease or Qualified Substitute Loan to such Issuer, (ii) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Removed Property (or leasehold interest in the ground lease) or Removed Loan to such Issuer’s members, or the entity purchasing the Removed Property or Removed Loan, (iii) the Lease Files for such Qualified Substitute Properties or Qualified Substitute Hybrid Leases or Loan Files for such Qualified Substitute Loan, in each case, together with Opinions of Counsel, all of which shall meet the Lease File or Loan File requirements for such Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, and (iv) an Officer’s Certificate certifying that all of the taxes (including transfer taxes with respect to Qualified Substitute Property or Qualified Substitute Hybrid Lease) in connection with the acquisition of the Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan and the transfer of the Removed Property or Removed Loan have been paid. (d) Upon receipt of an Officer’s Certificate from the Property Manager or the applicable Issuer to the effect that all requirements with respect to any substitution pursuant to the foregoing terms of this Section 7.01 have been satisfied, which Officer’s Certificate shall be furnished by the Property Manager upon becoming appropriate, and 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, (i) the Indenture Trustee shall release or cause to be released to such Issuer’s designee the related Lease File for the Removed Property or Loan File for the Removed Loan and (ii) each of the Indenture Trustee, the Collateral Agent and such Issuer shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in such Issuer’s designee the ownership of the Removed Property and the related Lease or the Removed Loan and to release any Mortgage or other lien or security interest in such Removed Property or the related Lease or the Removed Loan. In connection with any such release or transfer, the Special Servicer shall deliver the related Servicing File to such Issuer’s designee. Simultaneously with any substitution made pursuant to this Section 7.01, such Issuer shall distribute the Removed Property and Lease or the Removed Loan to its members or transfer the Removed Property and Lease or the Removed Loan to a third party purchaser. (e) Any Release Price received by the applicable Issuer in connection with the release of a Released Property or Released Loan pursuant to this Section 7.01 or the other terms and provisions of this Agreement shall first be deposited into the Release Account and, after payment of any unreimbursed Extraordinary Expenses, Advances (plus Advance Interest thereon) and Emergency Protection Expenses related to such Released Property or Released Loan and the expenses related to such release, shall either (i) be applied by such Issuer to acquire a Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable, within twelve months following the related release or (ii) be deposited as Unscheduled Proceeds into the Collection Account to be paid as Unscheduled Principal Payments on the related Payment Date. Any amounts remaining in the Release Account related to such a Release and following such twelve month period will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments on the following Payment Date. Notwithstanding the foregoing, during the continuance of an Early Amortization Period, all amounts on deposit in the Release Account will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments, after payment of Collateral Pool Expenses in accordance with Section 2.11(b) of the Indenture, on the Payment Date following the occurrence of such Early Amortization Period. (f) No exchange of a Property may occur if an Early Amortization Period would commence as a result of such exchange. (g) In certain cases, a Qualified Substitute Property may be added to the Collateral Pool prior to the removal of the related Exchanged Asset. In addition, a Qualified Substitute Property may be added to the Collateral Pool prior to the payment of the related Release Price, so long as all of the requirements set forth in this Section 7.01 are completed.

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). (b) In the event that any Issuer elects to substitute one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans pursuant to this Section 7.01, the Property Manager shall require such Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” or “Loan File,” as applicable, in Section 1.01 with respect to each Qualified Substitute Property. Qualified Substitute Hybrid Lease or Qualified Substitute Loan in accordance with this Agreement. Monthly Lease Payments due with respect to Qualified Substitute Properties and Qualified Substitute Hybrid Leases and Monthly Loan Payments due with respect to Qualified Substitute Loans in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to such Issuer on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property and Monthly Loan Payment due on the Mortgage Loan for the Removed Loan for such month and, thereafter, the applicable Issuer designee shall be entitled to retain all amounts received in respect of such Lease or Mortgage Loan. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and each Issuer an amended Owned Property Schedule and an amended Mortgage Loan Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease, Qualified Substitute Hybrid Lease and Qualified Substitute Loan and the removal from the Collateral of each Removed Property and related Lease and Removed Loan. Upon such substitution, each Qualified Substitute Property, Qualified Substitute Hybrid Lease and Qualified Substitute Loan shall be subject to the terms of this Agreement in all respects, and the applicable Issuer shall be deemed to have made the representations and warranties contained in Section 2.20 of the Indenture with respect to each Qualified Substitute Property, Section 2.21 of the Indenture with respect to each Qualified Substitute Loan and Section 2.20, Section 2.21 and Section 2.22 with respect to each Qualified Substitute Hybrid Lease, as applicable, and the applicable Issuer shall deliver to the Custodian a certificate in the form of Exhibit G attached hereto certifying to the Custodian that such exceptions as have been proposed by the Property Manager or the Issuers are materially consistent with the underwriting criteria for existing Properties and Mortgage Loans. (c) Each Issuer shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by an Issuer pursuant to a the Master Exchange Agreement, and Owned Property relating to each Qualified Substitute Hybrid Lease deeded (or, with respect to Qualified Substitute Properties, having the leasehold interest in the ground lease therein assigned) or Qualified Substitute Loan and loan component of each Qualified Substitute Hybrid Lease assigned to such Issuer and distributing or otherwise transferring the Removed Property or Removed Loan to its members and delivering to and depositing with the Custodian (i) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Qualified Substitute Property (or leasehold interest in the ground lease), Qualified Substitute Hybrid Lease or Qualified Substitute Loan to such Issuer, (ii) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Removed Property (or leasehold interest in the ground lease) or Removed Loan to such Issuer’s members, or the entity purchasing the Removed Property or Removed Loan, (iii) the Lease Files for such Qualified Substitute Properties or Qualified Substitute Hybrid Leases or Loan Files for such Qualified Substitute Loan, in each case, together with Opinions of Counsel, all of which shall meet the Lease File or Loan File requirements for such Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, and (iv) an Officer’s Certificate certifying that all of the taxes (including transfer taxes with respect to Qualified Substitute Property or Qualified Substitute Hybrid Lease) in connection with the acquisition of the Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan and the transfer of the Removed Property or Removed Loan have been paid. (d) Upon receipt of an Officer’s Certificate from the Property Manager or the applicable Issuer to the effect that all requirements with respect to any substitution pursuant to the foregoing terms of this Section 7.01 have been satisfied, which Officer’s Certificate shall be furnished by the Property Manager upon becoming appropriate, and 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, (i) the Indenture Trustee shall release or cause to be released to such Issuer’s designee the related Lease File for the Removed Property or Loan File for the Removed Loan and (ii) each of the Indenture Trustee, the Collateral Agent and such Issuer shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in such Issuer’s designee the ownership of the Removed Property and the related Lease or the Removed Loan and to release any Mortgage or other lien or security interest in such Removed Property or the related Lease or the Removed Loan. In connection with any such release or transfer, the Special Servicer shall deliver the related Servicing File to such Issuer’s designee. Simultaneously with any substitution made pursuant to this Section 7.01, such Issuer shall distribute the Removed Property and Lease or the Removed Loan to its members or transfer the Removed Property and Lease or the Removed Loan to a third party purchaser. (e) Any Release Price received by the applicable Issuer in connection with the release of a Released Property or Released Loan pursuant to this Section 7.01 or the other terms and provisions of this Agreement shall first be deposited into the Release Account and, after payment of any unreimbursed Extraordinary Expenses, Advances (plus Advance Interest thereon) and Emergency Protection Expenses related to such Released Property or Released Loan and the expenses related to such release, shall either (i) be applied by such Issuer to acquire a Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable, within twelve months following the related release or (ii) be deposited as Unscheduled Proceeds into the Collection Account to be paid as Unscheduled Principal Payments on the related Payment Date. Any amounts remaining in the Release Account related to such a Release and following such twelve month period will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments on the following Payment Date. Notwithstanding the foregoing, during the continuance of an Early Amortization Period, all amounts on deposit in the Release Account will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments, after payment of Collateral Pool Expenses in accordance with Section 2.11(b) of the Indenture, on the Payment Date following the occurrence of such Early Amortization Period. (f) No exchange of a Property may occur if an Early Amortization Period would commence as a result of such exchange. (g) In certain cases, a Qualified Substitute an Exchange Property or Exchanged Hybrid Lease may be added exchanged subsequent to the Collateral Pool prior to the removal addition of the related Exchanged Asset. In addition, a Qualified Substitute Property may be added to the Collateral Pool prior to the payment of the related Release PriceHybrid Lease or Qualified Substitute Property, so long as all of the requirements set forth in this Section 7.01 are completed.

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). (b) In the event that any Issuer elects to substitute one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans pursuant to this Section 7.01, the Property Manager shall require such Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” or “Loan File,” as applicable, in Section 1.01 with respect to each Qualified Substitute Property. Qualified Substitute Hybrid Lease or Qualified Substitute Loan in accordance with this Agreement. Monthly Lease Payments due with respect to Qualified Substitute Properties and Qualified Substitute Hybrid Leases and Monthly Loan Payments due with respect to Qualified Substitute Loans in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to such Issuer on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property and Monthly Loan Payment due on the Mortgage Loan for the Removed Loan for such month and, thereafter, the applicable Issuer designee shall be entitled to retain all amounts received in respect of such Lease or Mortgage Loan. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and each Issuer an amended Owned Property Schedule and an amended Mortgage Loan Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease, Qualified Substitute Hybrid Lease and Qualified Substitute Loan and the removal from the Collateral of each Removed Property and related Lease and Removed Loan. Upon such substitution, each Qualified Substitute Property, Qualified Substitute Hybrid Lease and Qualified Substitute Loan shall be subject to the terms of this Agreement in all respects, and the applicable Issuer shall be deemed to have made the representations and warranties contained in Section 2.20 of the Indenture with respect to each Qualified Substitute Property, Section 2.21 of the Indenture with respect to each Qualified Substitute Loan and Section 2.20, Section 2.21 and Section 2.22 with respect to each Qualified Substitute Hybrid Lease, as applicable, and the applicable Issuer shall deliver to the Custodian a certificate in the form of Exhibit G attached hereto certifying to the Custodian that such exceptions as have been proposed by the Property Manager or the Issuers are materially consistent with the underwriting criteria for existing Properties and Mortgage Loans. (c) Each Issuer shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by an Issuer pursuant to a Master Exchange Agreement, and Owned Property relating to each Qualified Substitute Hybrid Lease deeded (or, with respect to Qualified Substitute Properties, having the leasehold interest in the ground lease therein assigned) or Qualified Substitute Loan and loan component of each Qualified Substitute Hybrid Lease assigned to such Issuer and distributing or otherwise transferring the Removed Property or Removed Loan to its members and delivering to and depositing with the Custodian (i) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Qualified Substitute Property (or leasehold interest in the ground lease), Qualified Substitute Hybrid Lease or Qualified Substitute Loan to such Issuer, (ii) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Removed Property (or leasehold interest in the ground lease) or Removed Loan to such Issuer’s members, or the entity purchasing the Removed Property or Removed Loan, (iii) the Lease Files for such Qualified Substitute Properties or Qualified Substitute Hybrid Leases or Loan Files for such Qualified Substitute Loan, in each case, together with Opinions of Counsel, all of which shall meet the Lease File or Loan File requirements for such Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, and (iv) an Officer’s Certificate certifying that all of the taxes (including transfer taxes with respect to Qualified Substitute Property or Qualified Substitute Hybrid Lease) in connection with the acquisition of the Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan and the transfer of the Removed Property or Removed Loan have been paid. (d) Upon receipt of an Officer’s Certificate from the Property Manager or the applicable Issuer to the effect that all requirements with respect to any substitution pursuant to the foregoing terms of this Section 7.01 have been satisfied, which Officer’s Certificate shall be furnished by the Property Manager upon becoming appropriate, and 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, (i) the Indenture Trustee shall release or cause to be released to such Issuer’s designee the related Lease File for the Removed Property or Loan File for the Removed Loan and (ii) each of the Indenture Trustee, the Collateral Agent and such Issuer shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in such Issuer’s designee the ownership of the Removed Property and the related Lease or the Removed Loan and to release any Mortgage or other lien or security interest in such Removed Property or the related Lease or the Removed Loan. In connection with any such release or transfer, the Special Servicer shall deliver the related Servicing File to such Issuer’s designee. Simultaneously with any substitution made pursuant to this Section 7.01, such Issuer shall distribute the Removed Property and Lease or the Removed Loan to its members or transfer the Removed Property and Lease or the Removed Loan to a third party purchaser. (e) Any Release Price received by the applicable Issuer in connection with the release of a Released Property or Released Loan pursuant to this Section 7.01 or the other terms and provisions of this Agreement shall first be deposited into the Release Account and, after payment of any unreimbursed Extraordinary Expenses, Advances (plus Advance Interest thereon) and Emergency Protection Expenses related to such Released Property or Released Loan and the expenses related to such release, shall either (i) be applied by such Issuer to acquire a Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable, within twelve months following the related release or (ii) be deposited as Unscheduled Proceeds into the Collection Account to be paid as Unscheduled Principal Payments on the related Payment Date. Any amounts remaining in the Release Account related to such a Release and following such twelve month period will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments on the following Payment Date. Notwithstanding the foregoing, during the continuance of an Early Amortization Period, all amounts on deposit in the Release Account will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments, after payment of Collateral Pool Expenses in accordance with Section 2.11(b) of the Indenture, on the Payment Date following the occurrence of such Early Amortization Period. (f) No exchange of a Property may occur if an Early Amortization Period would commence as a result of such exchange. (g) In certain cases, a Qualified Substitute Property may be added to the Collateral Pool prior to the removal of the related Exchanged Asset. In addition, a Qualified Substitute Property may be added to the Collateral Pool prior to the payment of the related Release Price, so long as all of the requirements set forth in this Section 7.01 are completed.

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). (b) In the event that any Issuer elects to substitute one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans pursuant to this Section 7.01, the Property Manager shall require such Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” or “Loan File,” as applicable, in Section 1.01 with respect to each Qualified Substitute Property. Qualified Substitute Hybrid Lease or Qualified Substitute Loan in accordance with this Agreement. Monthly Lease Payments due with respect to Qualified Substitute Properties and Qualified Substitute Hybrid Leases and Monthly Loan Payments due with respect to Qualified Substitute Loans in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to such Issuer on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property and Monthly Loan Payment due on the Mortgage Loan for the Removed Loan for such month and, thereafter, the applicable Issuer designee shall be entitled to retain all amounts received in respect of such Lease or Mortgage Loan. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and each Issuer an amended Owned Property Schedule and an amended Mortgage Loan Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease, Qualified Substitute Hybrid Lease and Qualified Substitute Loan and the removal from the Collateral of each Removed Property and related Lease and Removed Loan. Upon such substitution, each Qualified Substitute Property, Qualified Substitute Hybrid Lease and Qualified Substitute Loan shall be subject to the terms of this Agreement in all respects, and the applicable Issuer shall be deemed to have made the representations and warranties contained in Section 2.20 of the Indenture with respect to each Qualified Substitute Property, Section 2.21 of the Indenture with respect to each Qualified Substitute Loan and Section 2.20, Section 2.21 and Section 2.22 with respect to each Qualified Substitute Hybrid Lease, as applicable, and the applicable Issuer shall deliver to the Custodian a certificate in the form of Exhibit G attached hereto certifying to the Custodian that such exceptions as have been proposed by the Property Manager or the Issuers are materially consistent with the underwriting criteria for existing Properties and Mortgage Loans. (c) Each Issuer shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by an Issuer pursuant to a Master Exchange Agreement, Property and Owned Property relating to each Qualified Substitute Hybrid Lease deeded (or, with respect to Qualified Substitute Properties, having the leasehold interest in the ground lease therein assigned) or Qualified Substitute Loan and loan component of each Qualified Substitute Hybrid Lease assigned to such Issuer and distributing or otherwise transferring the Removed Property or Removed Loan to its members and delivering to and depositing with the Custodian (i) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Qualified Substitute Property (or leasehold interest in the ground lease), Qualified Substitute Hybrid Lease or Qualified Substitute Loan to such Issuer, (ii) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Removed Property (or leasehold interest in the ground lease) or Removed Loan to such Issuer’s members, or the entity purchasing the Removed Property or Removed Loan, (iii) the Lease Files for such Qualified Substitute Properties or Qualified Substitute Hybrid Leases or Loan Files for such Qualified Substitute Loan, in each case, together with Opinions of Counsel, all of which shall meet the Lease File or Loan File requirements for such Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, and (iv) an Officer’s Certificate certifying that all of the taxes (including transfer taxes with respect to Qualified Substitute Property or Qualified Substitute Hybrid Lease) in connection with the acquisition of the Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan and the transfer of the Removed Property or Removed Loan have been paid. (d) Upon receipt of an Officer’s Certificate from the Property Manager or the applicable Issuer to the effect that all requirements with respect to any substitution pursuant to the foregoing terms of this Section 7.01 have been satisfied, which Officer’s Certificate shall be furnished by the Property Manager upon becoming appropriate, and 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, (i) the Indenture Trustee shall release or cause to be released to such Issuer’s designee the related Lease File for the Removed Property or Loan File for the Removed Loan and (ii) each of the Indenture Trustee, the Collateral Agent and such Issuer shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in such Issuer’s designee the ownership of the Removed Property and the related Lease or the Removed Loan and to release any Mortgage or other lien or security interest in such Removed Property or the related Lease or the Removed Loan. In connection with any such release or transfer, the Special Servicer shall deliver the related Servicing File to such Issuer’s designee. Simultaneously with any substitution made pursuant to this Section 7.01, such Issuer shall distribute the Removed Property and Lease or the Removed Loan to its members or transfer the Removed Property and Lease or the Removed Loan to a third party purchaser. (e) Any Release Price received by the applicable Issuer in connection with the release of a Released Property or Released Loan pursuant to this Section 7.01 or the other terms and provisions of this Agreement shall first be deposited into the Release Account and, after payment of any unreimbursed Extraordinary Expenses, Advances (plus Advance Interest thereon) and Emergency Protection Expenses related to such Released Property or Released Loan and the expenses related to such release, shall either (i) be applied by such Issuer to acquire a Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable, within twelve months following the related release or (ii) be deposited as Unscheduled Proceeds into the Collection Account to be paid as Unscheduled Principal Payments on the related Payment Date. Any amounts remaining in the Release Account Account, related to such a Release and following such twelve month period will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments on the following Payment Date. Notwithstanding the foregoing, during the continuance of an Early Amortization Period, all amounts on deposit in the Release Account will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments, after payment of Collateral Pool Expenses in accordance with Section 2.11(b) of the Indenture, on the Payment Date following the occurrence of such Early Amortization Period. (f) No exchange of a Property may occur if an Early Amortization Period would commence as a result of such exchange. (g) In certain cases, a Qualified Substitute Property may be added to the Collateral Pool prior to the removal of the related Exchanged Asset. In addition, a Qualified Substitute Property may be added to the Collateral Pool prior to the payment of the related Release Price, so long as all of the requirements set forth in this Section 7.01 are completed.

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). (b) In the event that any Issuer elects to substitute one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans pursuant to this Section 7.01, the Property Manager shall require such Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” or “Loan File,” as applicable, in Section 1.01 with respect to each Qualified Substitute Property. Qualified Substitute Hybrid Lease or Qualified Substitute Loan in accordance with this Agreement. Monthly Lease Payments due with respect to Qualified Substitute Properties and Qualified Substitute Hybrid Leases and Monthly Loan Payments due with respect to Qualified Substitute Loans in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to such Issuer on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property and Monthly Loan Payment due on the Mortgage Loan for the Removed Loan for such month and, thereafter, the applicable Issuer designee shall be entitled to retain all amounts received in respect of such Lease or Mortgage Loan. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and each Issuer an amended Owned Property Schedule and an amended Mortgage Loan Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease, Qualified Substitute Hybrid Lease and Qualified Substitute Loan and the removal from the Collateral of each Removed Property and related Lease and Removed Loan. Upon such substitution, each Qualified Substitute Property, Qualified Substitute Hybrid Lease and Qualified Substitute Loan shall be subject to the terms of this Agreement in all respects, and the applicable Issuer shall be deemed to have made the representations and warranties contained in Section 2.20 of the Indenture with respect to each Qualified Substitute Property, Section 2.21 of the Indenture with respect to each Qualified Substitute Loan and Section 2.20, Section 2.21 and Section 2.22 with respect to each Qualified Substitute Hybrid Lease, as applicable, and the applicable Issuer shall deliver to the Custodian a certificate in the form of Exhibit G attached hereto certifying to the Custodian that such exceptions as have been proposed by the Property Manager or the Issuers are materially consistent with the underwriting criteria for existing Properties and Mortgage Loans. (c) Each Issuer shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by an Issuer pursuant to a Master Exchange Agreement, Property and Owned Property relating to each Qualified Substitute Hybrid Lease deeded (or, with respect to Qualified Substitute Properties, having the ground leasehold interest in the ground lease therein assigned) or Qualified Substitute Loan and loan component of each Qualified Substitute Hybrid Lease assigned to such Issuer and distributing or otherwise transferring the Removed Property or Removed Loan to its members and delivering to and depositing with the Custodian (i) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Qualified Substitute Property (or ground leasehold interest in the ground leaseinterest), Qualified Substitute Hybrid Lease or Qualified Substitute Loan to such Issuer, (ii) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Removed Property (or ground leasehold interest in the ground leaseinterest) or Removed Loan to such Issuer’s members, or the entity purchasing the Removed Property or Removed Loan, (iii) the Lease Files for such Qualified Substitute Properties or Qualified Substitute Hybrid Leases or Loan Files for such Qualified Substitute Loan, in each case, together with Opinions of Counsel, all of which shall meet the Lease File or Loan File requirements for such Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, and (iv) an Officer’s Certificate certifying that all of the taxes (including transfer taxes with respect to Qualified Substitute Property or Qualified Substitute Hybrid Lease) in connection with the acquisition of the Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan and the transfer of the Removed Property or Removed Loan have been paid. (d) Upon receipt of an Officer’s Certificate from the Property Manager or the applicable Issuer to the effect that all requirements with respect to any substitution pursuant to the foregoing terms of this Section 7.01 have been satisfied, which Officer’s Certificate shall be furnished by the Property Manager upon becoming appropriate, and 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, (i) the Indenture Trustee shall release or cause to be released to such Issuer’s designee the related Lease File for the Removed Property or Loan File for the Removed Loan and (ii) each of the Indenture Trustee, the Collateral Agent and such Issuer shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in such Issuer’s designee the ownership of the Removed Property and the related Lease or the Removed Loan and to release any Mortgage or other lien or security interest in such Removed Property or the related Lease or the Removed Loan. In connection with any such release or transfer, the Special Servicer shall deliver the related Servicing File to such Issuer’s designee. Simultaneously with any substitution made pursuant to this Section 7.01, such Issuer shall distribute the Removed Property and Lease or the Removed Loan to its members or transfer the Removed Property and Lease or the Removed Loan to a third party purchaser. (e) Any Release Price received by the applicable Issuer in connection with the release of a Released Property or Released Loan pursuant to this Section 7.01 or the other terms and provisions of this Agreement shall first be deposited into the Release Account and, after payment of any unreimbursed Extraordinary Expenses, Advances (plus Advance Interest thereon) and Emergency Protection Expenses related to such Released Property or Released Loan and the expenses related to such release, shall either (i) be applied by such Issuer to acquire a Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable, within twelve months following the related release or (ii) be deposited as Unscheduled Proceeds into the Collection Account to be paid as Unscheduled Principal Payments on the related Payment Date. Any amounts remaining in the Release Account Account, related to such a Release and following such twelve month period will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments on the following Payment Date. Notwithstanding the foregoing, during the continuance of an Early Amortization Period, all amounts on deposit in the Release Account will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments, after payment of Collateral Pool Expenses in accordance with Section 2.11(b) of the Indenture, on the Payment Date following the occurrence of such Early Amortization Period. (f) No exchange of a Property may occur if an Early Amortization Period would commence as a result of such exchange. (g) In certain cases, a Qualified Substitute Property may be added to the Collateral Pool prior to the removal of the related Exchanged Asset. In addition, a Qualified Substitute Property may be added to the Collateral Pool prior to the payment of the related Release Price, so long as all of the requirements set forth in this Section 7.01 are completed.