Common use of Risk-Based or Credit Risk Substitution Clause in Contracts

Risk-Based or Credit Risk Substitution. Each applicable Issuer may (A) with respect to a Lease other than a Hybrid Lease, remove a Property from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral Pool, (B) remove a Hybrid Lease in exchange for one or more Qualified Substitute Hybrid Leases or Qualified Substitute Properties, and (C) solely with respect to (iv) below, remove a Mortgage Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Loans or Qualified Substitute Properties to the Collateral Pool; pursuant to the provisions of Section 7.01 provided that either: (i) the remaining term to maturity of the related Lease is less than five (5) years from the date of the proposed substitution and the Property Manager, in accordance with the Servicing Standard, determines that there is a reasonable risk of non-renewal of such Lease (“Non-Renewal Risk”); (ii) based on written communications from the Tenant under such Lease, the Property Manager, in accordance with the Servicing Standard, determines that there is a Non-Renewal Risk; (iii) such Issuer has received from the Tenant under the Lease for such Property written notice of the non-renewal of such Lease; or (iv) the Property Manager, in accordance with the Servicing Standard, determines that there is a credit risk or risk of default by the Tenant under such Lease or the Borrower under such Mortgage Loan, as applicable, that could reasonably be likely to result in shortfalls to Noteholders in the Priority of Payments (“Credit Risk” and any substitution related to clauses (i), (ii), (iii) or (iv), collectively, a “Risk-Based Substitution”). In addition, the Property Manager or the applicable Issuer shall provide to the Indenture Trustee an explanation of the Non-Renewal Risk or Credit Risk, including, if applicable, a copy of any written communication from the Tenant or Borrower related to such Non-Renewal Risk or Credit Risk, as well as a summary description of the anticipated Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable.

Risk-Based or Credit Risk Substitution. Each applicable Issuer may (A) with respect to a Lease other than a Hybrid Lease, remove a Property from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral Pool, (B) remove a Hybrid Lease in exchange for one or more Qualified Substitute Hybrid Leases or Qualified Substitute Properties, and (C) solely with respect to (iv) below, remove a Mortgage Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Loans or Qualified Substitute Properties to the Collateral Pool; pursuant to the provisions of Section 7.01 provided that either: (i) the remaining term to maturity of the related Lease is less than five three (53) years from the date of the proposed substitution and the Property Manager, in accordance with the Servicing Standard, determines that there is a reasonable risk of non-renewal of such Lease (“Non-Renewal Risk”); (ii) based on written communications from the Tenant under such Lease, the Property Manager, in accordance with the Servicing Standard, determines that there is a Non-Renewal Risk; (iii) such Issuer has received from the Tenant under the Lease for such Property written notice of the non-renewal of such Lease; or (iv) the Property Manager, in accordance with the Servicing Standard, determines that there is a credit risk or reasonable risk of monetary default by the Tenant under such Lease or the Borrower under such Mortgage Loan, as applicable, that could reasonably be likely to result in shortfalls to Noteholders in the Priority of Payments Loan (“Credit Risk” and any substitution related to clauses (i), (ii), (iii) or and (iv), collectively, a “Risk-Based Substitution”). In addition, the Property Manager or the applicable Issuer shall provide to the Indenture Trustee an explanation of the Non-Renewal Risk or Credit Risk, including, if applicable, a copy of any written communication from the Tenant or Borrower related to such Non-Renewal Risk or Credit Risk, as well as a summary description of the anticipated Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable.

Risk-Based or Credit Risk Substitution. Each applicable Issuer Borrower may (A) with respect to a Lease other than a Hybrid Lease, remove a Property from the Collateral Pool pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral Pool, (B) remove a Hybrid Lease in exchange for one or more Qualified Substitute Hybrid Leases or Qualified Substitute Properties, and (C) solely with respect to (iv) below, remove a Mortgage Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Loans or Qualified Substitute Properties to the Collateral Poolpool; pursuant to the provisions of Section 7.01 provided that either: (i) the remaining term to maturity of the related Lease is less than five (5) years from the date of the proposed substitution and the Property Manager, in accordance with the Servicing Standard, determines that there is a reasonable risk of non-renewal of such Lease (“Non-Renewal Risk”); (ii) based on written communications from the Tenant under such Lease, the Property Manager, in accordance with the Servicing Standard, determines that there is a Non-Renewal Risk; (iii) such Issuer Borrower has received from the Tenant under the Lease for such Property written notice of the non-renewal of such Lease; or (iv) the Property Manager, in accordance with the Servicing Standard, determines that there is a credit risk or risk of default by the Tenant under such Lease or the Mortgage Loan Borrower under such Mortgage Loan, as applicable, that could reasonably be likely to result in shortfalls to Noteholders Lenders in the Priority of Payments (“Credit Risk” and any substitution related to clauses (i), (ii), (iii) or (iv), collectively, a “Risk-Based Substitution”). In addition, the Property Manager or the applicable Issuer Borrower shall provide to the Indenture Trustee Administrative Agent an explanation of the Non-Renewal Risk or Credit Risk, including, if applicable, a copy of any written communication from the Tenant or Mortgage Loan Borrower related to such Non-Renewal Risk or Credit Risk, as well as a summary description of the anticipated Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable.

Risk-Based or Credit Risk Substitution. Each applicable Issuer may (A) with respect to a Lease other than a Hybrid Lease, remove a an Owned Property from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral Pool, or (B) remove a Hybrid Lease in exchange for one or more Qualified Substitute Hybrid Leases or Qualified Substitute Properties, and (C) solely with respect to (iv) below, remove a Mortgage Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Loans or Qualified Substitute Properties to the Collateral Pool; Pool pursuant to the provisions of Section 7.01 7.01; provided that eitherthat: (i) the remaining term to maturity of the related Lease is less than five three (53) years from the date of the proposed substitution and the Property Manager, in accordance with the Servicing Standard, determines that there is a reasonable risk of non-renewal of such Lease (“Non-Renewal Risk”); (ii) based on written communications from the Tenant under such Lease, the Property Manager, in accordance with the Servicing Standard, determines that there is a Non-Renewal Risk; (iii) such the applicable Issuer has received from the Tenant under the related Lease for such Owned Property written notice of the non-renewal of such Lease; or (iv) the Property Manager, in accordance with the Servicing Standard, determines that there is a credit risk or reasonable risk of monetary default by the Tenant under such Lease or the Borrower under such Mortgage Loan, as applicable, that could reasonably be likely to result in shortfalls to Noteholders in the Priority of Payments applicable (“Credit Risk” and any substitution related to clauses (i), (ii), (iii) or (iv), collectively, a “Risk-Based Substitution”). In addition, the Property Manager or the applicable Issuer shall provide to the Indenture Trustee an explanation of the Non-Renewal Risk or Credit Risk, including, if applicable, a copy of any written communication from the Tenant or Borrower related to such Non-Renewal Risk or Credit Risk, as well as a summary description of the anticipated Qualified Substitute Property, Qualified Substitute Hybrid Lease Property or Qualified Substitute Loan, as applicable.

Risk-Based or Credit Risk Substitution. Each applicable Issuer may (A) with respect to a Lease other than a Hybrid Lease, remove a Property from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral Pool, (B) remove a Hybrid Lease in exchange for one or more Qualified Substitute Hybrid Leases or Qualified Substitute Properties, and (C) solely with respect to (iv) below, remove a Mortgage Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Loans or Qualified Substitute Properties to the Collateral Pool; pursuant to the provisions of Section 7.01 provided that either: (i) the remaining term to maturity of the related Lease is less than five three (53) years from the date of the proposed substitution and the Property Manager, in accordance with the Servicing Standard, determines that there is a reasonable risk of non-renewal of such Lease (“Non-Renewal Risk”); (ii) based on written communications from the Tenant under such Lease, the Property Manager, in accordance with the Servicing Standard, determines that there is a Non-Renewal Risk; (iii) such Issuer has received from the Tenant under the Lease for such Property written notice of the non-renewal of such Lease; or (iv) the Property Manager, in accordance with the Servicing Standard, determines that there is a credit risk or reasonable risk of monetary default by the Tenant under such Lease or the Borrower under such Mortgage Loan, as applicable, that could reasonably be likely to result in shortfalls to Noteholders in the Priority of Payments Loan (“Credit Risk” and any substitution related to clauses (i), (ii), (iii) or (iv), collectively, a “Risk-Based Substitution”). In addition, the Property Manager or the applicable Issuer shall provide to the Indenture Trustee an explanation of the Non-Renewal Risk or Credit Risk, including, if applicable, a copy of any written communication from the Tenant or Borrower related to such Non-Renewal Risk or Credit Risk, as well as a summary description of the anticipated Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable.