Common use of SUBSTITUTION PROCEDURES Clause in Contracts

SUBSTITUTION PROCEDURES. (a) If Tenant shall initiate a substitution pursuant to Section 16.1 or 16.2, Landlord shall have a period of thirty (30) days within which to review the designated properties and such additional information and either accept or reject the Substitute Properties so presented, unless Tenant is required by a court order or administrative action to divest or otherwise dispose of the Leased Property within a shorter time period, in which case the time period shall be shortened appropriately to meet the reasonable needs of Tenant, but in no event shall such period be less than five (5) Business Days after Landlord's actual receipt of Tenant's notice (subject to further extension for any period of time in which Landlord is not timely provided with the information provided for in this Section 16.3 and Section 16.4 below). Landlord and Tenant shall use good faith efforts to agree on a Substitute Property. (b) In the event that, on or before the expiration of the applicable time period for Landlord's review, Landlord has rejected both of the Substitute Properties so presented, Tenant shall, for a period of sixty (60) days after the expiration of such period, have the right to terminate this Lease, by the giving of written notice thereof to Landlord, accompanied by an offer to purchase the Leased Property on the date set forth in such notice, but in no event less than ninety (90) days thereafter, for a purchase price equal to the greater of the then Fair Market Value Purchase Price or the Minimum Repurchase Price, and, subject to the provisions of Article 15, this Lease shall terminate on such purchase date. (c) Landlord shall not unreasonably withhold its consent to an offer by Tenant to substitute a property as set forth in this Article provided (i) Landlord shall determine the Substitute Property shall provide Landlord with a yield substantially equivalent to Landlord's yield from the Leased Property immediately before such substitution or such damage or destruction, as the case may be, and as projected over the remainder of the Term and (ii) the delivery of an opinion of counsel for Landlord confirming that (w) the substitution of the Substitute Property for the Leased Property will qualify as an exchange solely of property of a like-kind under Section 1031 of the Code, in which, generally, except for "boot", no gain or loss will be recognized by Landlord, (x) the substitution will not result in ordinary recapture income to Landlord pursuant to Section 1250(d)(4) of the Code or any other provision of the Code, (y) the substitution will result in income, if any, to Landlord of a type described in Section 856(c)(2) or (3) of the Code and will not result in income of the types described in Section 856(c)(4) of the Code or result in the tax imposed under Section 857(b)(6) of the Code, and (z) the substitution, together with all other substitutions made or requested by Tenant of all or any portion of the Leased Property during the relevant time period, will not jeopardize the qualification of Landlord as a real estate investment trust under Sections 856-860 of the Code. (d) In the event that the then Fair Market Value of the Substitute Property or group of Substitute Properties minus the encumbrances assumed by Landlord, or as to which Landlord will take the Substitute Property or group of Substitute Properties subject, as of the Substitution Date is greater than the then Fair Market Value of the Leased Property minus the encumbrances assumed by Tenant, or as to which the Tenant will take the Leased Property subject, as of the Substitution Date (or in the case of damage or destruction, the Fair Market Value immediately prior to such damage or destruction), Landlord shall pay to Tenant an amount equal to the difference, subject to the limitation set forth below; in the event that such value of the Substitute Property or group of Substitute Properties is less than such value of the Leased Property, Tenant shall pay to Landlord an amount equal to the difference, subject to the limitation set forth below; provided, however, neither Landlord nor Tenant shall be obligated to consummate such substitution if such party would be required to make a payment (the "Cash Adjustment") to the other in excess of an amount equal to five percent (5%) of the Fair Market Value of the Leased Property. (e) The Rent for such Substitute Property shall, in all respects, provide Landlord with a yield (i.e., annual return on its equity in such property) substantially equivalent to Landlord's yield from the Leased Property at the time of such substitution (or in the case of substitution because of damage or destruction the yield immediately prior to such damage or destruction) and as reasonably projected over the remaining Term, taking into account the Cash Adjustment paid or received by Landlord and any other relevant factors, as reasonably determined by Landlord. (f) The Minimum Repurchase Price of the Substitute Property shall be an amount equal to the Minimum Repurchase Price of the Leased Property (i) increased by any Cash Adjustment paid by Landlord pursuant to paragraph (d) above, or (ii) decreased by any Cash Adjustment paid by Tenant pursuant to paragraph (d) above.

SUBSTITUTION PROCEDURES. (a) If Tenant shall initiate a substitution pursuant to Section 16.1 or 16.2above, Landlord shall have a period of thirty (30) days within which to review the designated properties and such additional information as may be reasonably requested by Landlord and either accept or reject the Substitute Properties so presented, unless Tenant is required by a court order or administrative action to divest or otherwise dispose of the Leased Property within a shorter time period, in which case the time period shall be shortened appropriately to meet the reasonable needs of Tenant, but in no event shall such period be less than five ten (510) Business Days after Landlord's actual receipt of Tenant's notice (subject to further extension for any period of time in which Landlord is not timely provided with the information provided for in this Section 16.3 16.2 and Section 16.4 16.3 below). Landlord and Tenant shall use good faith efforts to agree on a Substitute Property. (b) In the event that, on or before the expiration of the applicable time period for LandlordTenant's review, Landlord has rejected both of the Substitute Properties so presented, Tenant shall, for a period of sixty right (60and obligation) days after the expiration of such period, have the right to terminate this Lease, by the giving of written notice thereof to Landlord, accompanied by an offer to purchase the Leased Property on the date set forth in such notice, but in no event less than ninety (90) days thereafter, for a purchase price equal to the greater of the then Fair Market Value Purchase Price or the Minimum Repurchase Price, and, subject to the provisions of Article 15, this Lease shall terminate on such purchase date. (c) Landlord shall not unreasonably withhold its consent to an offer by Tenant to substitute a property as set xx xxx forth in this Article provided is subject to (i) satisfaction of the conditions set forth in Section 16.3 below, (ii) determination by Landlord shall determine that the Substitute Property shall provide Landlord with a yield substantially equivalent to Landlord's yield from the Leased Property immediately before such substitution or such damage or destruction, as the case may be, and as projected over the remainder of the Term Term, and (iiiii) the delivery of an opinion of counsel for Landlord confirming that (w) the substitution of the Substitute Property for the Leased Property will qualify as an exchange solely of property of a like-like kind under Section 1031 of the Code, in which, generally, except for "boot", no gain or loss will be recognized by Landlord, (x) the substitution will not result in ordinary recapture income to Landlord pursuant to Code Section 1250(d)(4) of the Code or any other provision of the CodeCode provision, (y) the substitution will result in income, if any, to the Landlord of a type described in Code Section 856(c)(2) or (3) of the Code and will not result in income of the types described in Code Section 856(c)(4) of the Code or result in the tax imposed under Code Section 857(b)(6) of the Code), and (z) the substitution, together with all other substitutions made or requested by Tenant of all or an Affiliate pursuant to any portion other lease with Landlord or other transfers of the Leased Property or properties leased under other such leases, during the relevant time period, will not jeopardize the qualification of Landlord as a real estate investment trust under Code Sections 856-860 of the Code. (dc) In the event that the then Fair Market Value of the Substitute Property or group of Substitute Properties minus the encumbrances assumed by Landlord, or as to which the Landlord will take the Substitute Property or group of Substitute Properties subject, as of the Substitution Date is greater than the then Fair Market Value Adjusted Purchase Price of the applicable Leased Property minus the encumbrances assumed by Tenant, or as to which the Tenant will take the applicable Leased Property subject, as of the Substitution Date (or in the case of damage or destruction, the Fair Market Value Adjusted Purchase Price of the applicable Leased Property immediately prior to such damage or destruction), Landlord shall pay to Tenant an amount equal to the difference, subject to the limitation set forth below; in the event that such value of the Substitute Property or group of Substitute Properties is less than such value of the applicable Leased Property, Tenant shall pay to Landlord an amount equal to the difference, subject to the limitation set forth below; , provided, however, neither Landlord nor Tenant shall be obligated to consummate such substitution if such party would be required to make a payment (the "Cash Adjustment") to the other in excess of an amount equal to five fifteen percent (515%) of the Fair Market Value of the applicable Leased Property. Without limiting the effect of the preceding sentence, in the event that, on the Substitution Date, Landlord is obligated to pay a Cash Adjustment to Tenant and Landlord, by a vote of a majority of the Independent Trustees, shall elect not to make such payment in cash, Landlord shall provide Tenant with (and Tenant shall accept) a purchase money note and mortgage or deed of trust, on then commercially reasonable terms. (ed) The Rent for such Substitute Property from the Substitution Date shall, in all respects, provide Landlord with a yield (i.e., annual return on its equity in such property) substantially equivalent to Landlord's yield from the Leased Property at the time of such substitution (or in the case of substitution because of damage or destruction the yield immediately prior to such damage or destruction) and as reasonably projected over the remaining Term, taking into account the Cash Adjustment paid or received by by-Landlord and any other relevant factors, as reasonably determined by Landlorda majority of the Independent Trustees and a majority of the Trustees. (fe) The Minimum Repurchase Adjusted Purchase Price of the Substitute Property shall be an amount equal to the Minimum Repurchase Adjusted Purchase Price of the Leased Property (i) increased by any Cash Adjustment paid by Landlord pursuant to paragraph (dc) above, or (ii) decreased by any Cash Adjustment paid by Tenant pursuant to paragraph (dc) above.

SUBSTITUTION PROCEDURES. (a) If either Landlord or Tenant shall initiate a substitution pursuant to Section 16.1 or 16.2, Landlord shall have a period of thirty (30) days within which to review the designated properties and such additional information and either accept or reject the Substitute Properties so presented, unless Tenant is required by a court order or administrative action to divest or otherwise dispose of the Leased Property within a shorter time period, in which case the time period shall be shortened appropriately to meet the reasonable needs of Tenant, but in no event shall such period be less than five (5) Business Days after Landlord's actual receipt of Tenant's notice (subject to further extension for any period of time in which Landlord is not timely provided with the information provided for in this Section 16.3 and Section 16.4 below). Landlord and Tenant shall use good faith efforts to agree on a Substitute Property. (b) In the event that, on or before the expiration of the applicable time period for Landlord's review, Landlord has rejected both of the Substitute Properties so presented, Tenant shall, for a period of sixty (60) days after the expiration of such period, have the right to terminate this Lease, by the giving of written notice thereof to Landlord, accompanied by an offer to purchase the Leased Property on the date set forth in such notice, but in no event less than ninety (90) days thereafter, for a purchase price equal to the greater of the then Fair Market Value Purchase Price or the Minimum Repurchase Price, and, subject to the provisions of Article 15, this Lease shall terminate on such purchase date. (c) Landlord shall not unreasonably withhold its consent to an offer by Tenant to substitute a property as set forth in this Article provided (i) Landlord shall determine the Substitute Property shall provide Landlord with a yield substantially equivalent to Landlord's yield from the Leased Property immediately before such substitution or such damage or destruction, as the case may be, and as projected over the remainder of the Term Term, and (ii) the delivery of an opinion of counsel for Landlord confirming that (w) the substitution of the Substitute Property for the Leased Property will qualify as an exchange solely of property of a like-like kind under Section 1031 of the Code, in which, generally, except for "boot", no gain or loss will be recognized by Landlord, (x) the substitution will not result in ordinary recapture income to Landlord pursuant to Section 1250(d)(4) of the Code or any other provision of the Code, (y) the substitution will result in income, if any, to Landlord of a type described in Section 856(c)(2) or (3) of the Code and will not result in income of the types described in Section 856(c)(4) of the Code or result in the tax imposed under Section 857(b)(6) of the Code, and (z) the substitution, together with all other substitutions made or requested by Tenant or an Affiliated Person pursuant to the Other Leases or other transfers of all or any portion of the Leased Property or properties leased under the Other Leases, during the relevant time period, will not jeopardize the qualification of Landlord as a real estate investment trust under Sections 856-860 of the Code. (d) In the event that the then Fair Market Value of the Substitute Property or group of Substitute Properties minus the encumbrances assumed by Landlord, or as to which Landlord will take the Substitute Property or group of Substitute Properties subject, as of the Substitution Date is greater than the then Fair Market Value of the Leased Property minus the encumbrances assumed by Tenant, or as to which the Tenant will take the Leased Property subject, as of the Substitution Date (or in the case of damage or destruction, the Fair Market Value immediately prior to such damage or destruction), Landlord shall pay to Tenant an amount equal to the difference, subject to the limitation set forth below; in the event that such value of the Substitute Property or group of Substitute Properties is less than such value of the Leased Property, Tenant shall pay to Landlord an amount equal to the difference, subject to the limitation set forth below; provided, however, neither Landlord nor Tenant shall be obligated to consummate such substitution if such party would be required to make a payment (the "Cash Adjustment") to the other in excess of an amount equal to five percent (5%) of the Fair Market Value of the Leased Property. (e) The Rent for such Substitute Property shall, in all respects, provide Landlord with a yield (i.e., annual return on its equity in such property) substantially equivalent to Landlord's yield from the Leased Property at the time of such substitution (or in the case of substitution because of damage or destruction the yield immediately prior to such damage or destruction) and as reasonably projected over the remaining Term, taking into account the Cash Adjustment paid or received by Landlord and any other relevant factors, as reasonably determined by Landlord. (f) The Minimum Repurchase Price of the Substitute Property shall be an amount equal to the Minimum Repurchase Price of the Leased Property (i) increased by any Cash Adjustment paid by Landlord pursuant to paragraph Paragraph (d) above, or (ii) decreased by any Cash Adjustment paid by Tenant pursuant to paragraph (d) above.

SUBSTITUTION PROCEDURES. If any of (ax) If Tenant shall initiate a substitution pursuant Defect Substitution Event, (y) a CC Substitution Event (as hereinafter defined) or (z) a Closing Condition Substitution Event (as hereinafter defined) occurs from time to Section 16.1 time, Seller may in its sole and absolute discretion elect (with respect to a Defect Substitution Event or 16.2a Closing Condition Substitution Event, Landlord shall have at any time at or prior to the applicable Closing; with respect to a period of thirty CC Substitution Event, within ten (30) days within which to review the designated properties and such additional information and either accept or reject the Substitute Properties so presented, unless Tenant is required by a court order or administrative action to divest or otherwise dispose of the Leased Property within a shorter time period, in which case the time period shall be shortened appropriately to meet the reasonable needs of Tenant, but in no event shall such period be less than five (510) Business Days after Landlord's actual receipt of Tenant's delivering notice of such CC Substitution Event) to retain its interests in such affected Property or Properties (subject individually, or collectively, as the context may require, the "Affected Property") (for purposes of clarity, notwithstanding anything to further extension for any period of time in which Landlord is not timely provided with the information provided for in this Section 16.3 and Section 16.4 below). Landlord and Tenant shall use good faith efforts to agree on a contrary, one Substitute Property. (b) In Property may replace more than one Affected Property if the event that, on or before the expiration of the applicable time period for Landlord's review, Landlord has rejected both value of the Substitute Properties so presentedProperty is greater than or equal to such replaced Properties) and, Tenant in lieu of transferring such interests to the Company at the Closing, as may be otherwise required by this Agreement, Seller shall deliver to the Company fee simple title (or Sold Interests, as applicable) with respect to such Substitute Property, pursuant to the same terms of this Agreement applicable to any other Property, provided that in the event that title to the Substitute Property is delivered to the Relevant Purchaser in accordance with the foregoing, the Company shall obtain the prior approval of any lender of the Company to release any mortgage or other lien held by such lender on the Substitute Property in exchange for a lien on the Property originally required to be delivered at the Closing Date once such Defect is cured. If the applicable lender does not agree to release such mortgage or other lien, such mortgage or lien shall, for a period at the sole cost and expense of sixty (60) days after the expiration Seller, be prepaid in respect of such periodSubstitute Property. For purposes of this Agreement, have "Substitute Property" shall mean a property in the right New York tri-state area (v) with a value (or aggregate value, as applicable), mutually agreed upon by Seller and the Relevant Purchasers, that is equal to terminate this Leaseor greater than that of the Affected Property affected or subject to the applicable Defect Substitution Event, CC Substitution Event or Closing Condition Event, (w) generally consistent with the Properties, (x) having income equal or greater to the amount set forth in the DYNA Model with respect to such Affected Property, (y) having leases that otherwise comply with the applicable DYNA Model, and (z) otherwise acceptable to any lender of the Company providing financing with respect to such Property. Seller shall bear the costs and expenses of all appraisals required by the giving foregoing. If such Substitute Property has a greater value than the value of written notice thereof the Affected Property, the Consideration (and appropriate components thereof) shall be increased accordingly. For purposes of this Agreement, the term "DYNA Models" shall mean those certain net operating income projections for each of the Properties prepared on behalf of the Company to Landlord, accompanied by an offer to purchase value the Leased Property on Properties as of the date set forth in such notice, but in no event less than ninety (90) days thereafter, for the DYNA Models. If Seller conveys a purchase price equal Substitute Property to the greater Company, in lieu of any Property identified on Exhibit B annexed hereto, Seller shall have the then Fair Market Value Purchase Price or right to require the Minimum Repurchase Price, and, subject Company to acquire such Substitute Property at such time as the provisions of Article 15, this Lease shall terminate on such purchase date. (c) Landlord shall not unreasonably withhold its consent to an offer by Tenant to substitute a property as conditions set forth in this Article provided (i) Landlord Agreement with respect to the acquisition of such Property and the Closing have been satisfied. Seller shall determine pay all actual out-of-pocket expenses incurred by the Company in connection with Seller's exercise of its rights pursuant to the immediately preceding sentence. It is acknowledged and agreed that upon substitution of such Substitute Property shall provide Landlord in accordance with a yield substantially equivalent to Landlord's yield from the Leased Property immediately before provisions of this Section 2.01(f), such substitution or such damage or destructionshall be deemed to cure the relevant Defect Substitution Event, as CC Substitution Event and/or Closing Condition Substitution Event applicable to the case may beAffected Property, and as projected over notwithstanding anything to the remainder of contrary herein, the Term and (ii) the delivery of an opinion of counsel for Landlord confirming that (w) the substitution of the Substitute Property for the Leased Property will qualify as an exchange solely of property of a like-kind under Section 1031 of the Code, in which, generally, except for "boot", no gain or loss will Relevant Purchasers shall not be recognized by Landlord, permitted to (x) the substitution will not result exercise any termination right under this Agreement arising in ordinary recapture income to Landlord pursuant to Section 1250(d)(4) of the Code connection with such Affected Property or any other provision of the Code, (y) to bring any proceeding otherwise permitted under this Agreement in respect of breach of representations and warranties or covenants in respect of the substitution will result Affected Property. Notwithstanding anything to the contrary in incomethis Agreement, if anyeither party shall have the right, by written notice, to Landlord extend the Closing (and all subsequent Closings on a day for day basis) for up to fifteen (15) Business Days in order to effectuate the provisions of a type described in this Section 856(c)(22.01(f). This Section 2.01(f) or (3) of shall survive the Code and will not result in income of the types described in Section 856(c)(4) of the Code or result in the tax imposed under Section 857(b)(6) of the Code, and (z) the substitution, together with all other substitutions made or requested by Tenant of all or any portion of the Leased Property during the relevant time period, will not jeopardize the qualification of Landlord as a real estate investment trust under Sections 856-860 of the CodeClosing. (d) In the event that the then Fair Market Value of the Substitute Property or group of Substitute Properties minus the encumbrances assumed by Landlord, or as to which Landlord will take the Substitute Property or group of Substitute Properties subject, as of the Substitution Date is greater than the then Fair Market Value of the Leased Property minus the encumbrances assumed by Tenant, or as to which the Tenant will take the Leased Property subject, as of the Substitution Date (or in the case of damage or destruction, the Fair Market Value immediately prior to such damage or destruction), Landlord shall pay to Tenant an amount equal to the difference, subject to the limitation set forth below; in the event that such value of the Substitute Property or group of Substitute Properties is less than such value of the Leased Property, Tenant shall pay to Landlord an amount equal to the difference, subject to the limitation set forth below; provided, however, neither Landlord nor Tenant shall be obligated to consummate such substitution if such party would be required to make a payment (the "Cash Adjustment") to the other in excess of an amount equal to five percent (5%) of the Fair Market Value of the Leased Property. (e) The Rent for such Substitute Property shall, in all respects, provide Landlord with a yield (i.e., annual return on its equity in such property) substantially equivalent to Landlord's yield from the Leased Property at the time of such substitution (or in the case of substitution because of damage or destruction the yield immediately prior to such damage or destruction) and as reasonably projected over the remaining Term, taking into account the Cash Adjustment paid or received by Landlord and any other relevant factors, as reasonably determined by Landlord. (f) The Minimum Repurchase Price of the Substitute Property shall be an amount equal to the Minimum Repurchase Price of the Leased Property (i) increased by any Cash Adjustment paid by Landlord pursuant to paragraph (d) above, or (ii) decreased by any Cash Adjustment paid by Tenant pursuant to paragraph (d) above.

SUBSTITUTION PROCEDURES. (a) If either Landlord or Tenant shall initiate a substitution pursuant to Section 16.1 or 16.216.2 above, Landlord shall have a period of thirty (30) days within which to review the designated properties and such additional information as may be requested by Landlord and either accept or reject the Substitute Properties so presented, unless Tenant is required by a court order or administrative action to divest or otherwise dispose of the Leased Property within a shorter time period, in which case the time period shall be shortened appropriately to meet the reasonable needs of Tenant, but in no event shall such period be less than five ten (510) Business Days after Landlord's actual receipt of Tenant's notice (subject to further extension for any period of time in which Landlord is not timely provided with the information provided for in this Section 16.3 and Section 16.4 below). Landlord and Tenant shall use good faith efforts to agree on a Substitute Property. (b) In the event that, on or before the expiration of the applicable time period for LandlordTenant's review, Landlord has rejected both of the Substitute Properties so presented, Tenant shall, for a period of sixty right (60and obligation) days after the expiration of such period, have the right to terminate this Lease, by the giving of written notice thereof to Landlord, accompanied by an offer to purchase the Leased Property on the date set forth in such notice, but in no event less than ninety (90) days thereafter, for a purchase price equal to the greater of the then Fair Market Value Purchase Price or the Minimum Repurchase Price, and, subject to the provisions of Article 15, this Lease shall terminate on such purchase date. (c) Landlord shall not unreasonably withhold its consent to an offer by Tenant to substitute a property as set forth in this Article provided is subject to (i) Landlord shall determine satisfaction of the conditions set forth in Section 16.4 below, (ii) determination by a majority of the Trustees and a majority of the Independent Trustees of Landlord, that the Substitute Property shall provide Landlord with a yield substantially equivalent to Landlord's yield from the Leased Property immediately before such substitution or such damage or destruction, as the case may be, and as projected over the remainder of the Term Term, and (iiiii) the delivery of an opinion of counsel for Landlord confirming that (w) the substitution of the Substitute Property for the Leased Property will qualify as an exchange solely of property of a like-like kind under Section 1031 of the Code, in which, generally, except for "boot", no gain or loss will be recognized by Landlord, (x) the substitution will not result in ordinary recapture income to Landlord pursuant to Code Section 1250(d)(4) of the Code or any other provision of the CodeCode provision, (y) the substitution will result in income, if any, to the Landlord of a type described in Code Section 856(c)(2) or (3) of the Code and will not result in income of the types described in Code Section 856(c)(4) of the Code or result in the tax imposed under Code Section 857(b)(6) of the Code), and (z) the substitution, together with all other substitutions made or requested by Tenant of all or an Affiliate pursuant to any portion other lease with Landlord or other transfers of the Leased Property or properties leased under other such leases, during the relevant time period, will not jeopardize the qualification of Landlord as a real estate investment trust under Code Sections 856-860 of the Code860. (dc) In the event that the then Fair Market Value of the Substitute Property or group of Substitute Properties minus the encumbrances assumed by Landlord, or as to which the Landlord will take the Substitute Property or group of Substitute Properties subject, as of the Substitution Date is greater than the then Fair Market Value Purchase p rice of the Leased Property minus the encumbrances assumed by Tenant, or as to which the Tenant will take the Leased Property subject, as of the Substitution Date (or in the case of damage or destruction, the Fair Market Value Purchase Price immediately prior to such damage or destruction), Landlord shall pay to Tenant an amount equal to the difference, subject to the limitation set forth below; in the event that such value of the Substitute Property or group of Substitute Properties is less than such value of the Leased Property, Tenant shall pay to Landlord an amount equal to the difference, subject to the limitation set forth below; , provided, however, neither Landlord nor Tenant shall be obligated to consummate such substitution if such party would be required to make a payment (the "Cash Adjustment") to the other in excess of an amount equal to five fifteen percent (515%) of the Fair Market Value of the Leased Property. Without limiting the effect of the preceding sentence, in the event that, on the Substitution Date, Landlord is obligated to pay a Cash Adjustment to Tenant and Landlord, by a vote of a majority of the Independent Trustees, shall elect not to make such payment in cash, Landlord shall provide Tenant with (and Tenant shall accept) a purchase money note and mortgage or deed of trust, on then commercially reasonable terms. (ed) The Rent for such Substitute Property shall, in all respects, provide Landlord with a yield (i.e., annual return on its equity in such property) substantially equivalent to Landlord's yield from the Leased Property at the time of such substitution (or in the case of substitution because of damage or destruction the yield immediately prior to such damage or destruction) and as reasonably projected over the remaining Term, taking into account the Cash Adjustment paid or received by Landlord and any other relevant factors, as reasonably determined by Landlorda majority of the Independent Trustees and a majority of the Trustees. (fe) The Minimum Repurchase Adjusted Purchase Price of the Substitute Property shall be an amount equal to the Minimum Repurchase Adjusted Purchase Price of the Leased Property (i) increased by any Cash Adjustment paid by Landlord pursuant to paragraph (d) above, or (ii) decreased by any Cash Adjustment paid by Tenant pursuant to paragraph (dc) above.

SUBSTITUTION PROCEDURES. (a) If either Landlord or Tenant shall initiate a substitution pursuant to Section 16.1 or 16.2, Landlord shall have a period of thirty (30) days within which to review the designated properties and such additional information and either accept or reject the Substitute Properties so presented, unless Tenant is required by a court order or administrative action to divest or otherwise dispose of the Leased Property within a shorter time period, in which case the time period shall be shortened appropriately to meet the reasonable needs of Tenant, but in no event shall such period be less than five (5) Business Days after Landlord's actual receipt of Tenant's notice (subject to further extension for any period of time in which Landlord is not timely provided with the information provided for in this Section 16.3 and Section 16.4 below). Landlord and Tenant shall use good faith efforts to agree on a Substitute Property. (b) In the event that, on or before the expiration of the applicable time period for Landlord's review, Landlord has rejected both of the Substitute Properties so presented, Tenant shall, for a period of sixty (60) days after the expiration of such period, have the right to terminate this Lease, by the giving of written notice thereof to Landlord, accompanied by an offer to purchase the Leased Property on the date set forth in such notice, but in no event less than ninety (90) days thereafter, for a purchase price equal to the greater of the then Fair Market Value Purchase Price or the Minimum Repurchase Price, and, subject to the provisions of Article 15, this Lease shall terminate on such purchase date. (c) Landlord shall not unreasonably withhold its consent to an offer by Tenant to substitute a property as set forth in this Article provided (i) Landlord shall determine the Substitute Property shall provide Landlord with a yield substantially equivalent to Landlord's yield from the Leased Property immediately before such substitution or such damage or destruction, as the case may be, and as projected over the remainder of the Term Term, and (ii) the delivery of an opinion of counsel for Landlord confirming that (w) the substitution of the Substitute Property for the Leased Property will qualify as an exchange solely of property of a like-kind under Section 1031 of the Code, in which, generally, except for "boot", no gain or loss will be recognized by Landlord, (x) the substitution will not result in ordinary recapture income to Landlord pursuant to Section 1250(d)(4) of the Code or any other provision of the Code, (y) the substitution will result in income, if any, to Landlord of a type described in Section 856(c)(2) or (3) of the Code and will not result in income of the types described in Section 856(c)(4) of the Code or result in the tax imposed under Section 857(b)(6) of the Code, and (z) the substitution, together with all other substitutions made or requested by Tenant or an Affiliated Person pursuant to the Other Leases or other transfers of all or any portion of the Leased Property or properties leased under the Other Leases, during the relevant time period, will not jeopardize the qualification of Landlord as a real estate investment trust under Sections 856-860 of the Code. (d) In the event that the then Fair Market Value of the Substitute Property or group of Substitute Properties minus the encumbrances assumed by Landlord, or as to which Landlord will take the Substitute Property or group of Substitute Properties subject, as of the Substitution Date is greater than the then Fair Market Value of the Leased Property minus the encumbrances assumed by Tenant, or as to which the Tenant will take the Leased Property subject, as of the Substitution Date (or in the case of damage or destruction, the Fair Market Value immediately prior to such damage or destruction), Landlord shall pay to Tenant an amount equal to the difference, subject to the limitation set forth below; in the event that such value of the Substitute Property or group of Substitute Properties is less than such value of the Leased Property, Tenant shall pay to Landlord an amount equal to the difference, subject to the limitation set forth below; provided, however, neither Landlord nor Tenant shall be obligated to consummate such substitution if such party would be required to make a payment (the "Cash Adjustment") to the other in excess of an amount equal to five percent (5%) of the Fair Market Value of the Leased Property. (e) The Rent for such Substitute Property shall, in all respects, provide Landlord with a yield (i.e., annual return on its equity in such property) substantially equivalent to Landlord's yield from the Leased Property at the time of such substitution (or in the case of substitution because of damage or destruction the yield immediately prior to such damage or destruction) and as reasonably projected over the remaining Term, taking into account the Cash Adjustment paid or received by Landlord and any other relevant factors, as reasonably determined by Landlord. (f) The Minimum Repurchase Price of the Substitute Property shall be an amount equal to the Minimum Repurchase Price of the Leased Property (i) increased by any Cash Adjustment paid by Landlord pursuant to paragraph Paragraph (d) above, or (ii) decreased by any Cash Adjustment paid by Tenant pursuant to paragraph (d) above.