(2) LANDLORD MAY IRREVOCABLY ELECT TO RETAIN THE PROPERTY LOCATIONS
THAT TENANT REQUESTS FOR SUBSTITUTION. IF TENANT ELECTS TO CONDUCT A
SUBSTITUTION SUCH THAT ANOTHER UNENCUMBERED PROPERTY LOCATION OR LOCATIONS (THE
"SUBSTITUTE PROPERTY") IS SUBSTITUTED FOR A PROPERTY LOCATION BEING RELEASED:
(A)
TENANT SHALL REIMBURSE LANDLORD FOR SUBSTITUTION FEES, COSTS AND
EXPENSES (INCLUDING WITHOUT LIMITATION, FEES AND EXPENSES RELATED TO LEGAL
OPINIONS) CHARGED BY LANDLORD'S MORTGAGEE AND OTHER OUT-OF-POCKET FEES AND COSTS
REASONABLY AND ACTUALLY INCURRED BY LANDLORD IN CONNECTION WITH SUCH
SUBSTITUTION;
(B)
SUBJECT TO THE REQUIREMENTS SET FORTH IN THIS SECTION 12.05,
LANDLORD COVENANTS THAT IT SHALL PROVIDE TENANT WITH SUCH COOPERATION AS TENANT
MAY REASONABLY REQUEST TO QUALIFY ANY EXERCISE BY TENANT OF A SUBSTITUTION RIGHT
UNDER THIS SECTION 12.05 AS A TRANSACTION QUALIFYING UNDER SECTION 1031 OF THE
CODE;, PROVIDED, HOWEVER, THAT (I) LANDLORD SHALL NOT BE OBLIGATED TO PAY,
SUFFER OR INCUR ANY ADDITIONAL EXPENSES OR LIABILITIES AS A RESULT OF
COOPERATING IN TENANT'S EXCHANGE AND LANDLORD SHALL NOT BE OBLIGATED TO ACQUIRE
ANY OTHER REAL PROPERTY IN CONNECTION WITH TENANT'S EXCHANGE; (II) LANDLORD
SHALL NOT HAVE ANY LIABILITY TO TENANT FOR FAILURE OF THE EXCHANGE TO QUALIFY
UNDER THE CODE; (III) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, ANY
ASSIGNMENT(S) MADE BY TENANT IN CONNECTION WITH SUCH EXCHANGE SHALL NOT RELIEVE
TENANT OF ITS OBLIGATIONS UNDER THIS LEASE; AND (IV) THE COMPLETION OF ONE OR
MORE TAX-DEFERRED EXCHANGES IS NOT A CONDITION TO THE PERFORMANCE BY TENANT OF
THE OBLIGATIONS OF TENANT SET FORTH IN THIS LEASE; AND
(C)
THE SUBSTITUTION SHALL COMPLY WITH THE SUBSTITUTION REQUIREMENTS,
IF ANY, OF LANDLORD'S MORTGAGEE RELATED TO SUBSTITUTION, AS WELL AS THE
FOLLOWING:
(I)
THE SUBSTITUTE PROPERTY SHALL BE MADE SUBJECT TO THIS LEASE WITH
NO DECLINE IN BASE RENT OR ANY OTHER RENT DUE HEREUNDER;
(II)
THE APPRAISED VALUE OF THE SUBSTITUTE PROPERTY SHALL BE EQUAL TO
OR GREATER THAN THE APPRAISED VALUE OF THE PROPERTY LOCATION BEING RELEASED
(EACH SUCH APPRAISAL HAVING BEEN PREPARED WITHIN ONE HUNDRED EIGHTY (180) DAYS
PRIOR TO THE RELEASE AND SUBSTITUTION DATE);
(III)
THE SUBSTITUTE PROPERTY SHALL HAVE A STORE LEVEL PROFITABILITY
EQUAL TO OR GREATER THAN THE STORE LEVEL PROFITABILITY OF THE PROPERTY LOCATION
BEING RELEASED;
(IV)
TO THE EXTENT REQUIRED BY ITS MORTGAGEE, LANDLORD SHALL HAVE
OBTAINED (A) THE WRITTEN CONSENT OF ITS MORTGAGEE TO SUCH SUBSTITUTION, AND (B)
CONFIRMATION FROM EACH STATISTICAL RATING AGENCY THAT HAS ASSIGNED A RATING TO
SECURITIES SOLD IN ANY SECURITIZATION IN WHICH ANY LOAN RELATED TO A MORTGAGE
HAS BEEN INCLUDED THAT SUCH SUBSTITUTE PROPERTY SHALL NOT RESULT IN THE
DOWNGRADE, WITHDRAWAL OR QUALIFICATION OF ANY SECURITIES BACKED BY SUCH
RESPECTIVE LOAN;
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(V)
NO DEFAULT UNDER THIS LEASE HAS OCCURRED AND IS CONTINUING;
(VI)
THE PROPERTY LOCATION BEING SUBSTITUTED SHALL BE RELEASED FROM
THIS LEASE;
(VII)
WITH RESPECT TO THE SUBSTITUTE PROPERTY, LANDLORD AND ITS
MORTGAGEE SHALL HAVE RECEIVED AN ENGINEERING REPORT AND AN ENVIRONMENTAL REPORT,
DATED NOT MORE THAN ONE HUNDRED EIGHTY (180) DAYS PRIOR TO THE PROPOSED