Common use of Purchase Procedure Clause in Contracts

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Properties.

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessor's of Landlord’s interest in a any Leased Property by Tenant pursuant to any provision of this Lease, (i) Lessee the terms and conditions of this Article 17 shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documentsapply. (b) Lessee shallOn the closing date fixed for the purchase of Landlord’s interest in any Leased Property: (i) Tenant shall pay to Landlord, in lawful money of the United States, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; Landlord’s address hereinabove stated or at any other place in the event that Lessor is required United States which Landlord may designate, the purchase price; and (ii) Landlord shall execute and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Leased Property being sold, subject to (A) Permitted Encumbrances (except, in the case of a purchase by Applicable Law Tenant under Article 13 hereof, free of the lien of any mortgage indebtedness incurred by Landlord), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to take such Leased Property created or caused by Tenant, and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect. In the case of a purchase of Landlord’s interest in any action in connection with such purchase and saleLeased Property by Tenant pursuant to Paragraph (c) of Article 13 hereof, Lessee Landlord shall also pay to Tenant the Net Award, if any. (c) Tenant shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyancetransfer, including, without limitation, Lessee's attorneys' including all recording fees, Lessor's reasonable attorneys' fees’ fees and expenses, commissions, Lessee's and Lessor's escrow fees, recording feestransfer taxes, title insurance premiums and all applicable documentary transfer federal, state and local taxes, except for any net income or other transfer profit taxes of Landlord, except in the case of a purchase by Tenant pursuant to Article 16, in which case costs will be allocated between Landlord and other taxes required to be paid Tenant in order to record the transfer documents that might be imposed by reason of such conveyance and same manner as was provided for in the delivery of such deed shall be borne entirely by and paid by LesseeThird Party Offer. (cd) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title Tenant shall pay to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents Landlord all Basic Rent and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges Additional Rent due and payable with respect to only through the date Tenant purchases Landlord’s interest in a Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall purchase or acquire Lessor's interest in a the Leased Property pursuant to any provision of this Lease, (i) including, without limitation, Article 5, 14 or 15 , then Lessee shall accept from Lessor a deed, assignment and/or such other instrument or instruments as may be appropriate and Lessor shall convey such in the form required by the state in which the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such is located, which shall transfer Lessor's interest in the Leased Property in recordable form, (ii) upon without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon the date fixed for any purchase or acquisition of Lessor's interest in the Leased Property hereunderProperty, Lessee shall pay to the order of Lessor the Agent (or Lessor purchase price, if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant therefor, together with all Rent then accrued hereunder to Section 7.5(f) and including such date of the Master Agreement as a result of such purchase purchase, by certified check drawn on, or wire transfer of of, immediately available fundsfunds having same day value, and Lessor shall (a) make the conveyances to Lessee described above, and (iiib) Lessor will execute and deliver except as otherwise provided to the contrary herein, pay over or assign to Lessee such other documentswithout recourse or warranty, including releasesexcept as otherwise provided herein, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order all property insurance proceeds relating to effect such conveyance, free and clear the interest of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to take any action a Taking relating to Lessor's interest in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewiththe Leased Property being purchased or acquired. In addition, all costs All charges incident to such conveyance, including, without limitation, Lessee's escrow fees, reasonable attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that might may be imposed by reason of such conveyance and assignment and the delivery of such deed deed(s) shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination . In the event of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to any purchase by Lessee, there Lessee may assign such right or obligation to purchase or designate the purchaser; provided, however, that no such assignment or designation shall be no apportionment relieve Lessee of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect any obligation to the Leased Properties, pay all of such rents, taxes, insurance, utility or other charges amounts due and payable with respect in order to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Propertiespurchase under this Lease.

Purchase Procedure. (a) If the Lessee shall purchase the Lessor's interest in a the Leased Property pursuant to any provision of this Lease, (i) the Lessee shall accept from Lessor the Lessor, and the Lessor shall convey such convey, its interest in the Leased Property by a duly executed and acknowledged special or limited warranty deed assignment of the Bond Lease, in a form reasonably acceptable to the Lessor and quit claim ▇▇▇▇ of sale of such Leased Property in recordable formthe Lessee, (ii) upon the date fixed for any purchase of the Lessor's interest in the Leased Property hereunder, the Lessee shall pay to the order of the Agent (or the Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase purchase, by wire transfer of immediately available funds, and (iii) the Lessor will execute and deliver to the Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by the Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) The Lessee shall, at the Lessee's sole cost and expense, obtain all required governmental and regulatory approval approvals and consents and and, in connection therewith therewith, shall make such filings as required by Applicable Law; in . In the event that the Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessee shall pay prior to transfer all costs incurred by the Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, the Lessee's attorneys' fees, the Lessor's attorneys' fees, commissions, the Lessee's and the Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed assignment of Bond Lease shall be borne entirely by and paid by the Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of the Lessor's interest in the title to the Leased Properties Property to the Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by the Lessee hereunder and all due after such time being payable by the Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall purchase Lessor's ------------------ interest in a the Leased Property pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such the Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f7.5(b) of the Master ---- Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' feesfees reasonably and actually incurred, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessor's interest in a of the Leased Property by Lessee pursuant to any provision of this LeaseLease or by a third party pursuant to Section 14.1 hereof, the terms and conditions of this Section 14.4 shall apply. (b) On the closing date fixed for the purchase of the Leased Property: (i) Lessee shall accept from Lessor pay or cause to be paid to the Administrative Agent, in lawful money of the United States in immediately available funds, at the Administrative Agent's address hereinabove stated or at any other place in the United States which the Administrative Agent may designate, the Lease Balance and related amounts required to be paid pursuant to Sections 10.1 and 10.2, the Default Payment Amount pursuant to Section 13.1 hereof, or the Net Sale Proceeds pursuant to Section 14.3 hereof and other related amounts, if any, under Section 14.3 hereof, as the case may be; and (ii) Lessor shall convey execute and deliver to Lessee or such Leased Property by third party, as the case may be, a duly executed good and acknowledged sufficient quitclaim deed or special or limited warranty deed and quit claim deed, ▇▇▇▇ of sale, and such other instrument or instruments as may be appropriate, which shall transfer all of the Lessor's right, title and interest in and to the Leased Property, free of Lessor Liens, but otherwise without representation or warranty whatsoever. In the case of a sale of such the Leased Property in recordable formto Lessee pursuant to Sections 10.1 or 10.2 hereof, (ii) upon the date fixed for any purchase of Lessor shall also assign to Lessee Lessor's interest in any insurance proceeds or condemnation awards, respectively. In the case of a sale of the Leased Property hereunderto a third party, Lessee shall pay be responsible for the satisfaction of all conditions to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result consummation of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, sale including, without limitation, Lessee's attorneys' feesthe foregoing status of title and Liens (other than Lessor Liens); and (iii) Lessee shall pay all charges incident to such transfer, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow feesincluding but not limited to all transfer taxes, recording fees, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Lessor, the Administrative Agent, the Partners and the Lenders and reasonable attorneys' fees and expenses such parties; and (iv) Lessee shall pay to the Administrative Agent, as assignee of Lessor, all applicable documentary transfer Basic Rent, and to the Administrative Agent or other transfer taxes whichever party is entitled thereto all Additional Rent, Breakage Costs, if any, and other taxes required to be paid in order to record sums payable by Lessee under this Lease or under any other Operative Document, due and payable through the transfer documents that might be imposed by reason of date Lessee purchases the Leased Property or such conveyance and third party purchases the delivery of such deed shall be borne entirely by and paid by Lessee.Leased Property; and (cv) Upon expiration or termination of Except as otherwise provided herein, this Lease resulting in conveyance shall terminate and be of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents further force and sewer rents), taxes, insurance, utility charges or other charges payable effect with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner Property following satisfaction of the Leased Propertiesforegoing and the applicable provisions hereof.

Purchase Procedure. (aIn the event that any Designated Purchaser(s) If Lessee shall purchase Lessorthe Company's interest in a any Leased Property pursuant to any provision the exercise of this Leasethe Purchase Option, (i) Lessee such Designated Purchaser(s) shall accept from Lessor the Company and Lessor the Company shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable formform and quitclaim bill of sale, (ii) upon the date fixed for any purchase of Lessorthe Company's interest in such Leased Property hereunder, Lessee such Designated Purchaser(s) shall pay to the order of the Agent (or Lessor if Company the Loans have been paid in full) the Lease Balance or Leased Property Balance▇▇▇▇hase Price, as applicableadjusted to give effect to any deemed payments as provided for in Section 2.3, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase hereof by wire transfer of immediately available funds, federal funds and (iii) Lessor the Company will execute and deliver to Lessee such Designated Purchaser(s) such other documents, including releases, termination agreements and termination statements, documents as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings other documents as may be required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid agent in order to record close escrow and issue to such Designated Purchaser(s) an ALTA owner's title policy subject only to (A) the transfer documents that might be imposed exceptions set forth on Schedule B of the Title Policy, (B) such exceptions created or caused by reason the Lessor or the Designated Purchaser(s), or otherwise resulting from any act or failure to act by the Lessor or the Designated Purchaser(s), or consented to by Designated Purchaser(s), (C) taxes and assessments not yet due and payable, (D) such other exceptions which do not materially adversely affect Designated Purchaser(s)'s use of such conveyance Leased Property or the marketability of title to such Leased Property and (E) such exceptions which are the delivery result of any act or omission by such Designated Purchaser(s); provided, however, that if any Event of Default (as defined in the Indenture) shall have occurred at the time of notice of the exercise of any Purchase Option or at any time thereafter, the Company may convey the Leased Property to the Designated Purchaser(s) by quitclaim deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination quitclaim bill of sale and without compliance with the foregoing requirements of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents clause (including, without limitation, water rents and sewer rentsiii), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Properties.

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessor's interest in a of the Leased Property by Lessee pursuant to any provision of this LeaseLease or by a third party pursuant to Section 14.2 hereof, the terms and conditions of this Section 14.5 shall apply. (b) On the closing date fixed for the purchase of the Leased Property: (i) The required purchase price (which in the case of a purchase by Lessee will equal the Purchase Amount) shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property be paid to Administrative Agent, in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order lawful money of the Agent (or Lessor if the Loans have been paid United States in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and at Administrative Agent’s address hereinabove stated or at any other place in the United States which Administrative Agent may designate; (iiiii) Lessor will shall execute and deliver to Lessee good and sufficient deeds warranting title only against Lessor Liens and such other documents, including releases, termination agreements and termination statements, instrument or instruments as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyanceappropriate, free and clear of Lessor Liens and which shall transfer the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, Leased Property including, without limitation, Lessee's attorneys' feesany rights of Lessor against any party through whom Lessor derived its title to the Leased Property subject to (A) any encumbrances existing on the Closing Date, Lessor's attorneys' fees(B) Permitted Liens, commissions(C) all liens, Lessee's encumbrances, charges, exceptions and Lessor's escrow feesrestrictions attaching to the Leased Property after the Closing Date (other than Lessor Liens), and (D) Applicable Laws, but in any event, in each case free and clear of all Lessor Liens provided that the Leased Property shall be conveyed “AS IS, WHERE IS” and its then present physical condition; (iii) All out of pocket costs and charges incident to such transfer, including but not limited to all transfer taxes, recording fees, title insurance premiums premiums, reasonable attorneys fees and federal, state and local taxes, (but not including Excluded Taxes) of Lessor, Administrative Agent and the Lenders will be paid from sale proceeds and deducted in computing Net Proceeds; (iv) Lessee shall pay to Administrative Agent all applicable documentary transfer Basic Rent, and to Administrative Agent or other transfer taxes whichever party is entitled thereto all Supplemental Rent, Breakage Costs, if any, and other taxes required to be paid in order to record sums payable by Lessee under this Lease or under any other Operative Document, due and payable through the transfer documents that might be imposed by reason of such conveyance and date Lessee purchases the delivery of such deed shall be borne entirely by and paid by Lessee.Leased Property; and (cv) Upon expiration or termination of Except as otherwise provided herein, this Lease resulting in conveyance shall terminate and be of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents further force and sewer rents), taxes, insurance, utility charges or other charges payable effect with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner Property following satisfaction of the Leased Propertiesforegoing and the applicable provisions hereof.

Purchase Procedure. (ai) If the Lessee shall have exercised its option pursuant to Section 22(a)(i), and does not elect to purchase the Beneficial Interest in accordance with Section 11.2 of the Participation Agreement, the Lessee shall purchase the Lessor's interest in the Facility (which for this purpose shall include, without limitation, all rights of the Lessor under the Option and Estate For Years Agreement and the Three Party Agreement and the Ground Lease, if applicable) on the EBO Date at a Leased Property purchase price equal to the sum of (A) the EBO Price, plus (B) all Supplemental Rent (including, without limitation, the Make-Whole Amount, if any, due on the Facility Notes) due and owing on the EBO Date, plus (C) all Basic Rent payable in arrears and due and owing on the EBO Date (it being understood that the Lessee shall pay when due any Basic Rent due and payable on a Rent Payment Date which occurs on or after the date it exercises its option pursuant to Section 22(a)(i) but prior to the EBO Date), plus (D) without duplication of any provision amounts included within clauses (A), (B) and (C) above, all accrued and unpaid interest on the Facility Notes together with all other amounts due under the Indenture and the other Transaction Documents as of the EBO Date. The Lessee shall pay the purchase price specified in the preceding sentence to the Indenture Trustee (so long as the Indenture has not been satisfied and discharged) or thereafter to the Lessor on the EBO Date. Upon payment in full of all amounts described in clauses (A), (B), (C) and (D) of the preceding sentence, (x) the Lease Term shall end, (y) the obligations of the Lessee hereunder (other than any obligations expressed herein as surviving termination of this Lease) shall terminate as of the date of such payment and (z) the Lessor shall Transfer to the Lessee all right, title and interest of the Lessor in, to and under the Facility. Anything herein to the contrary notwithstanding, if the Lessee shall fail to pay all amounts due under and pursuant to this Section 22(d)(i), no purchase shall be consummated, this Lease shall continue in full force and effect and it shall be deemed that Lessee has rescinded its election pursuant to Section 22(a)(i). If the Lessee shall elect to purchase the Beneficial Interest in accordance with Section 11.2(a) of the Participation Agreement, the Lessee shall comply with the provisions thereof on or prior to the EBO Date, and shall pay to the Lessor on the EBO Date (A) the EBO Price, less the aggregate principal amount of the Facility Notes so assumed, plus (B) all Supplemental Rent due and owing on the EBO Date to the Lessor and the Owner Participant, plus (C) all Basic Rent payable in arrears and due and owing on the EBO Date (it being understood that the Lessee shall pay when due any Basic Rent due and payable on a Rent Payment Date which occurs on or after the date it exercises its option pursuant to Section 22(a)(i) but prior to the EBO Date). Upon payment in full of all amounts described in clauses (A), (iB) and C of the preceding sentence, the Lessor shall Transfer to the Lessee all right, title and interest of the Lessor in, to and under the Facility. Any payment obligations of the Lessee under this Section 22(d)(i) shall be Supplemental Rent. (ii) If the Lessee shall purchase the Facility, pursuant to Section 16(a)(v), Section 21 (unless the Lessee assumes the obligations of the Lessor under the Indenture and the Facility Notes in connection with such purchase) or clause (ii) or (iii) of Section 22(a), the Lessee may designate another Person to acquire the Facility, and the Lessee (or its designee) shall accept from the Lessor a deed with respect to the Estate for Years and the Building containing representations and warranties of grantor to the Lessee regarding Lessor Liens, and a bill ▇▇ sale for the Personalty constituting a part of the Facility, subject to the then existing title to the Facility, but free of, and with a warranty from the Lessor and the Owner Participant against, any Lessor shall convey such Leased Property by a duly executed Liens and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon Owner Participant Liens. Upon the date fixed for any the purchase of Lessor's interest in Leased Property the Facility hereunder, (1) the Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in fullshall cause its designee to pay) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available fundsfunds the applicable purchase price, (2) in addition thereto, the Lessee will pay to the Lessor (or, in the case of Supplemental Rent payable to any Indemnified Person or any Related Party to any such Indemnified Person, to the Indemnified Person or Related Party to any Indemnified Person entitled thereto) all unpaid Rent due such Person for any period through and including such purchase date (other than any Basic Rent due in advance on such purchase date), (3) if the applicable purchase date is not a Rent Payment Date, the Lessor shall pay to the Lessee (or the Lessee shall have the right to deduct from any amounts payable to the Lessor or the Owner Participant under clauses (1) and (iii2) Lessor will execute above) the portion of any Basic Rent theretofore paid by the Lessee relating to any period occurring after the applicable purchase date; and deliver to (4) upon payment by the Lessee such other documents, including releases, termination agreements (or its designee) of the amounts specified in clauses (1) and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens (2) above and the Liens costs hereinafter defined, net of the Operative Documents. amount due the Lessee under clause (b3) above, the Lessor shall effect a Transfer to the Lessee shall, at Lessee's sole cost or its designee of the Facility or applicable portion thereof and expense, obtain all required governmental and regulatory approval and consents and in connection therewith this Lease shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewithterminate. In addition, all costs All reasonable charges incident to such conveyance, including, without limitation, the Lessee's, the Lessor's, the Indenture Trustee's, each Loan Participant's and the Owner Participant's reasonable attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and (except to the extent required otherwise by Applicable Law) all applicable documentary transfer or other transfer taxes sales, use, transfer, transaction and other taxes similar taxes, as well as Taxes required to be paid in order to record the transfer documents (but not any taxes imposed on, based on or measured by gross or net income, capital gains taxes or any minimum tax or alternative minimum tax, gross receipts, capital or net worth, franchise, excess profits or conduct of business (other than Taxes which are, or are in the nature of, sales, use, transfer, transaction, rental, ad valorem or property Taxes), payable by the Lessor upon or with respect to the sale or disposition by it of all or any part of its interest) that might may be imposed by reason of such conveyance and assignment and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Properties.deed

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessorof Landlord's interest in a the Leased Property Property, or either Parcel, by Tenant pursuant to any provision of this Lease, (i) Lessee the terms and conditions of this Article 16 shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documentsapply. (b) Lessee shallOn the closing date fixed for the purchase of Landlord's interest in the Leased Property or either Parcel: (i) Tenant shall pay to Landlord, in lawful money of the United States, at LesseeLandlord's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; address hereinabove stated or at any other place in the event that Lessor is required United States which Landlord may designate, the purchase price; and (ii) Landlord shall execute and deliver to Tenant a good and sufficient deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord's interest in the Leased Property or Parcel, subject to (A) any encumbrances existing on the Commencement Date hereof, (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property or Parcel after the Commencement Date which shall not have been created or caused by Applicable Law Landlord unless consented to take any action by Landlord, and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in connection with such effect. In the case of a purchase and saleof Landlord's interest in the Leased Property or Parcel by Tenant pursuant to paragraph (b) of Article 12 hereof, Lessee Landlord shall also pay to Tenant the Net Award, if any. (c) Tenant shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyancetransfer, including but not limited to all transfer taxes, recording fees, attorneys' fees and expenses, including, without limitationbut not limited to, LesseeLandlord's attorneys' fees, Lessorattorney's attorneys' fees, commissions, Lessee's fees and Lessor's escrow fees, recording feesexpenses, title insurance premiums and all applicable documentary transfer federal, state and local taxes, except for any net income or other transfer profit taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by LesseeLandlord. (cd) Upon expiration or termination of this Lease resulting in conveyance of LessorTenant shall pay to Landlord all Basic Rent and Additional Rent due and payable on the date Tenant purchases Landlord's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges Property or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesParcel.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a the Leased Property pursuant to any provision of this LeaseLease (other than as provided in Section 15.3), (i) Lessee shall accept from Lessor Lessor, and Lessor shall convey to Lessee, such Leased Property by a one or more duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale deeds of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in such Leased Property hereunder, Lessee shall pay to the order of Lessor the Agent (or Lessor if the Loans have been paid in full) the Total Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, federal funds and (iii) Lessor shall convey to Lessee Lessor's entire interest in all of the Leased Property via the special warranty deed or deeds described above and Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, documents as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear such other documents as may be (b) In the event that Lessee exercises the Remarketing Option pursuant to Section 15.6 and fulfills all of the conditions set forth in clauses (i) through (xiii) thereof, and if Lessor Liens does not reject the purchase offer for the Leased Property as provided in Section 15.6 (xi), then upon payment of the purchase price and the Liens satisfaction by such purchaser of all of the Operative Documentsapplicable closing conditions, Lessor shall convey to such purchaser Lessor's interest in the Leased Property by a duly executed special warranty deed or deeds in recordable form, and Lessor will execute and deliver to such purchaser (or the Lessee, as appropriate) such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an ALTA owner's title insurance policy subject only to (i) the exceptions set forth on Schedule B of the Title Policy, other than the Mortgage therefor and the Assignment of Lease and Rents, (ii) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by the Lessee, or consented to by the Lessee and (iii) taxes and assessments not yet due and payable. (bc) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in . In the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (cd) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ bill of sale of such Leased Property in recordable form, (ii) upon the date t▇▇ ▇ate fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Lease Participant Amounts and the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay prior to transfer all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Properties.

Purchase Procedure. (a) If the Lessee shall purchase Lessor's ’s interest in a the Leased Property pursuant to any provision of this Lease, (i) the Lessee shall accept from Lessor and Lessor shall convey such the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such the Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's ’s interest in the Leased Property hereunder, the Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus including any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase purchase, by wire transfer of immediately available funds, funds and (iii) Lessor will execute and deliver to the Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) The Lessee shall, at the Lessee's ’s sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessee shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, the Lessee's ’s attorneys' ’ fees, Lessor's ’s attorneys' ’ fees, commissions, the Lessee's ’s and Lessor's ’s escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by the Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's ’s interest in the title to the Leased Properties Property to the Lessee, or such other Person as Lessee shall direct, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by the Lessee hereunder and all due after such time being payable by the Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall purchase Lessor's ’s interest in a the Leased Property pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇b▇▇▇ of sale of such the Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's ’s interest in the Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.9 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver deliver, or will cause the Agent to execute and deliver, to Lessee such transfer tax declarations, FIRPTA affidavits and other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's ’s sole cost and expense, obtain all required governmental and regulatory and other third party approval and consents and in connection therewith shall make such filings as required by Applicable LawLaw and Lessor shall cooperate in any such process to the extent reasonably required to obtain such approval and consents or make such filings; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's ’s attorneys' ’ fees, Lessor's ’s attorneys' ’ fees, commissions, Lessee's ’s and Lessor's ’s escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's ’s interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty. (d) As required by Florida law, Lessor hereby makes the following disclosure to Lessee in connection with the purchase by Lessee under this Article XIV: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Seller does not make any representation, express or implied, as to the presence or absence of Radon Gas at the Property. (e) Lessee hereby acknowledges that it has received the disclosures required under the Florida Building Energy-Efficiency Rating Act (Florida Chapter 553) and Lessee waives its right to have the buildings energy-efficiency ratings determined.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a the Leased Property pursuant to any provision of this LeaseLease (other than as provided in Section 15.3), (i) Lessee shall accept from Lessor Lessor, and Lessor shall convey to Lessee, such Leased Property by a one or more duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale deeds of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in such Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, federal funds and (iii) Lessor shall convey to Lessee Lessor's entire interest in all of the Leased Property via the special warranty deed or deeds described above and Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, documents as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear such other documents as may be required by any escrow agent in order to close escrow in connection with such conveyance and issue to Lessee an ALTA owner's title policy subject only to (A) the exceptions set forth on Schedule B of Lessor Liens the Title Policy for each Property other than the Mortgage(s) therefor and the Liens Assignment of the Operative DocumentsLease and Rents, (B) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by Lessee, or consented to by Lessee and (C) taxes and assessments not yet due and payable. (b) In the event that Lessee exercises the Remarketing Option pursuant to Section 15.6 and fulfills all of the conditions set forth in clauses (i) through (xiii) thereof, and if Lessor does not reject the purchase offer for the Leased Property as provided in Section 15.6 (xi), then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, Lessor shall convey to such purchaser Lessor's interest in the Leased Property by a duly executed special warranty deed or deeds in recordable form, and Lessor will execute and deliver to such purchaser (or the Lessee, as appropriate) such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an ALTA owner's title insurance policy subject only to (i) the exceptions set forth on Schedule B of the Title Policy, other than the Mortgage(s) therefor and the Assignment of Lease and Rents, (ii) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by the Lessee, or consented to by the Lessee and (iii) taxes and assessments not yet due and payable. (c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in . In the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (cd) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a the Leased Property pursuant to any provision of this LeaseLease (other than as provided in Section 15.3), (i) Lessee shall accept from Lessor Lessor, and Lessor shall convey such to Lessee, the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such the Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, federal funds and (iii) Lessor shall convey to Lessee Lessor's interest in the Leased Property via the special warranty deed described above and Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, documents as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear such other documents as may be required by the escrow agent in order to close escrow and issue to Lessee an ALTA owner's title policy subject only to (A) the exceptions set forth on Schedule B of Lessor Liens the Title Policy other than the Mortgage and the Liens Assignment of the Operative DocumentsLease and Rents, (B) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by Lessee, or consented to by Lessee and (C) taxes and assessments not yet due and payable. (b) In the event that Lessee exercises the Remarketing Option pursuant to Section 15.6 and fulfills all of the conditions set forth in clauses (i) through (xiii) thereof, and if Lessor does not reject the purchase offer for the Leased Property as provided in Section 15.6 (xi), then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, Lessor shall convey to such purchaser Lessor's interest in the Leased Property by a duly executed and acknowledged special warranty deed of the Leased Property in recordable form, and Lessor will execute and deliver to such purchaser (or the Lessee, as appropriate) such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an ALTA owner's title insurance policy subject only to (i) the exceptions set forth on Schedule B of the Title Policy, other than the Mortgage and the Assignment of Lease and Rents, (ii) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by the Lessee, or consented to by the Lessee and (iii) taxes and assessments not yet due and payable. (c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in . In the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (cd) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a the Leased Property pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ bill of sale of such the Leased Property in recordable form, (ii) upon the date t▇▇ ▇ate fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus PLUS any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim bill of sale (without recourse or warranty (other than the absence o▇ ▇▇▇▇ of sale ssor Liens)) of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus including any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase purchase, by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessor's of Landlord’s interest in a the Leased Property by Tenant pursuant to any provision of this Lease, (i) Lessee the terms and conditions of this Article 17 shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documentsapply. (b) Lessee shallOn the closing date fixed for the purchase of Landlord’s interesting the Leased Property: (i) Tenant shall pay to Landlord, in lawful money of the United States, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; Landlord’s address hereinabove stated or at any other place in the event that Lessor is required United States which Landlord may designate, the purchase price; and (ii) Landlord shall execute and deliver to Tenant a grant deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Leased Property or portion thereof being sold subject to, (A) Permitted Encumbrances (except free of the lien of any mortgage indebtedness incurred, other than with respect to a purchase under Article 16), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the Commencement Date which shall not have been created or caused by Applicable Law Landlord unless consented to take any action by Tenant, and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in connection with such effect. In the case of a purchase and saleof Landlord’s interest in the Leased Property by Tenant pursuant to paragraph (c) of Article 13 hereof, Lessee Landlord shall also pay to Tenant the Net Award, if any. (c) Tenant shall pay all costs incurred costs, charges and expenses of Landlord and Landlord’s mortgagee (other than any prepayment premiums or penalties imposed by Lessor in connection therewith. In addition, all costs any such mortgagee) incident to such conveyance, transfer including, without limitation, Lessee's attorneys' all recording fees, Lessor's reasonable attorneys' fees’ fees and expenses, commissions, Lessee's and Lessor's escrow fees, recording feestransfer taxes, title insurance premiums and all applicable documentary transfer or other transfer taxes federal, state and other taxes required local taxes, except for any net income taxes, except in the case of a purchase by Tenant pursuant to Article 16, in which case costs and expenses will be paid allocated between Landlord and Tenant in order to record the transfer documents that might be imposed by reason of such conveyance and same manner as was provided for in the delivery of such deed shall be borne entirely by and paid by LesseeThird Party Offer. (cd) Upon expiration or termination of this Lease resulting in conveyance of Lessor's Tenant shall pay all Basic Rent and Additional Rent due and payable on the date Tenant purchases Landlord’s interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If the Lessee shall purchase the Lessor's interest in a the Leased Property pursuant to any provision of this Lease, (i) the Lessee shall accept from Lessor the Lessor, and the Lessor shall convey such convey, the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such the Leased Property in recordable form, and a quitclaim ▇▇▇▇ of sale of such Leased Property, (ii) upon the date fixed for any purchase of the Lessor's interest in the Leased Property hereunder, the Lessee shall pay to the order of the Agent (or the Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase purchase, by wire transfer of immediately available funds, and (iii) the Lessor will execute and deliver to the Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by the Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if reasonably requested by the Lessee, the Lessor will execute and deliver to the Lessee an assignment or termination of the Ground Lease (if the same is still in effect), in such form as may be reasonably requested by the Lessee, and the Lessee shall pay any amounts due with respect thereto under the Ground Lease. (b) The Lessee shall, at the Lessee's sole cost and expense, obtain all required governmental and regulatory approval approvals and consents and and, in connection therewith therewith, shall make such filings as required by Applicable Law; in . In the event that the Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessee shall pay prior to transfer all costs incurred by the Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, the Lessee's attorneys' fees, the Lessor's attorneys' fees, commissions, the Lessee's and the Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by the Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of the Lessor's interest in the title to the Leased Properties Property to the Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by the Lessee hereunder and all due after such time being payable by the Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property or in Equipment pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property or Equipment, as the case may be, by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property or Equipment, as the case may be, in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus including any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase purchase, by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a the Leased Property pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ bill of sale of such the Leased Property in recordable form, (ii) upon the date th▇ ▇▇te fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus PLUS any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall andshall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessor's interest in a by the Tenant of the Leased Property Premises pursuant to any provision of this Lease, (i) Lessee the terms and conditions of this Section 28 shall accept from Lessor apply. At a time and Lessor shall convey such Leased Property by a duly executed place and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any such purchase of Lessor's interest in Leased Property hereunderthis Lease, Lessee or at such other place, time or date as the Landlord and the Tenant shall mutually agree: (i) the Tenant shall pay the purchase price to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase Landlord by wire transfer of immediately available federal funds, in lawful money of the United States, to an account or accounts designated by the Landlord, together with all Basic Rent, Additional Rent, and Non-Rent Monetary Obligations accrued and unpaid as of such date, subject in the case of a purchase of the Leased Premises pursuant to Section 12, to the reduction of the purchase price of the Leased Premises by the Landlord's application to the payment of such purchase price of the amount of any Award paid to and retained by the Landlord or Lender with respect to the Leased Premises; and (iiiii) Lessor will the Landlord shall execute and deliver to Lessee the Tenant a grant deed (or other form appropriate for the applicable jurisdiction) in recordable form, and such other documents, including releases, termination agreements and termination statements, instrument or instruments as may be legally required or as may be reasonably requested by Lessee in order appropriate, to effect such conveyance, transfer the Leased Premises to the Tenant free and clear of Lessor Liens all material liens (other than Permitted Encumbrances, liens created or suffered through or by or with the consent of Tenant, and any installment of Taxes due and payable after the Commencement Date and this Lease), together with such evidence of the Landlord's authority to sell the Leased Premises to the Tenant, and of the authorization of the sale of the Leased Premises, and the Liens execution and delivery of the Operative Documentsdeed by the Landlord, and of such other matters as the Tenant may reasonably request, all of which shall be reasonably satisfactory to the Tenant in form and substance, and a certification of non-foreign status as required by the Foreign Investment in Real Property Tax Act and the regulations promulgated thereunder and any similar certificates required by the State. In the case of a purchase of the Leased Premises by the Tenant pursuant to Section 12, the Landlord shall also pay to the Tenant the Award received by the Landlord and not previously applied to Restoration or paid to the Tenant by the Landlord with respect to the Leased Premises (unless the Tenant shall have received a credit against the purchase price in respect thereof or, if payment of the Award has not been made as of the closing of the purchase of the Leased Premises, assigned to the Tenant the right to receive the Landlord's portion of the Award relating to the Leased Premises when such Award is paid). (b) Lessee shallIn the case of a purchase pursuant to this Lease under Section 12(b), at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee Tenant shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyancetransfer, includingincluding all recording fees, without limitation, Lessee's reasonable attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's costs and Lessor's escrow fees, recording feesexpenses, title insurance premiums premiums, if any, survey costs and all applicable documentary transfer taxes or other transfer similar taxes and other taxes required (the "Transaction Costs"). However, in the case of a purchase pursuant to the exercise of Tenant's right of first refusal under Section 27 of this Lease, the Tenant shall pay only those Transaction Costs to be paid by a purchaser under the terms set forth in order to record Landlord's notice of the transfer documents that might be imposed by reason terms of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseeproposed transfer in accordance with Section 27. (c) Upon expiration or In the event of the termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesPremises as herein provided, all the obligations and liabilities of the Landlord and the Tenant, as the case may be, whether actual or contingent, under this Lease that arose at or prior to such rents, taxes, insurance, utility or other charges due termination and payable with respect that are expressly stated herein to survive the termination of this Lease shall survive termination. (d) The Tenant shall execute and deliver to the Leased Properties prior Landlord an environmental indemnity agreement, in form, scope and substance reasonably acceptable to termination being payable by Lessee hereunder the Landlord, pursuant to which the Tenant shall agree to be liable for and all due pay, and shall indemnify, hold harmless and defend Landlord from and against, any Claim arising under environmental Legal Requirements from and after such time being payable by Lessee as the then owner effective date of the Leased Propertiespurchase pursuant to this Section 28.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special (or limited limited) warranty deed and quit claim ▇▇▇▇ of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus including any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents, (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease and, if such Ground Lease is assigned, assume all obligations thereunder and (v) if such Leased Property is subject to IDB Documentation, Lessor will execute and deliver to the related Lessee, and the related Lessee shall accept, an assignment and assumption of such IDB Documentation to and by such related Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such IDB Documentation. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law, and Lessor shall cooperate with such Lessee upon such Lessee's request in connection therewith; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall shall, as between Lessees on the one hand, and the Funding Parties on the other hand, be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If Lessee shall In the event of the purchase of Lessor's interest in a the Leased Property by Lessee pursuant to any provision of this Lease, the terms and conditions of this Article 15 shall apply. (ib) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon On the closing date fixed for any the purchase of Lessor's interest in the Leased Property hereunder, Property: (i) Lessee shall pay to the order Lessor, or as Lessor directs, in lawful money of the Agent (or Lessor if the Loans have been paid United States in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and at Lessor's address herein stated or at any other place in the United States which Lessor may designate, an amount equal to the purchase price described in such provision; (iiiii) Lessor will shall execute and deliver to Lessee a special warranty deed, sufficient to convey insurable title to the Leased Property, and an assignment and such other documents, including releases, termination agreements and termination statements, instrument or instruments as may be legally required or as may be reasonably requested by Lessee appropriate and customary in order to effect such conveyanceaccordance with prevailing local conveyancing practices, which shall transfer all of Lessor's interest in the Leased Property, in each case free and clear of Lessor Liens and any Mortgage, but subject to (A) any encumbrances existing on the Liens first day of the Operative Documents.Term, (B) Permitted Encumbrances, (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the beginning of the Term (other than those created or caused by or through Lessor without the consent of Lessee but excluding any Mortgage created by or through Lessor), and (D) all Legal Requirements; (biii) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' feestransfer or the termination of the Lease which are incurred by Lessor, Lessor's attorneys' Mortgagee or Lessee, including but not limited to all transfer taxes, recording fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and federal, state and local taxes (except for any net income or profit taxes of Lessor or Lessor's Mortgagee) and reasonable attorneys' fees and expenses of Lessor's counsel and counsel to Lessor's Mortgagee; (iv) Lessee shall pay to Lessor all applicable documentary transfer or other transfer taxes Basic Rent, Additional Rent and other taxes required to be paid in order to record sums payable by Lessee under this Lease, due and payable through and including the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of date Lessee purchases Lessor's interest in the title Leased Property; and (v) Except for those warranties contained in the deed described in subparagraph (b)(ii) of this Article 15, Lessor's transfer of its ownership in the Leased Property shall be on an as-is basis, without any representation or warranty, either express or implied, as to the Leased Properties to Lesseedesign, there shall be no apportionment of rents (includingcondition, without limitationquality, water rents and sewer rents)capacity, taxesmerchantability, insurancehabitability, utility charges durability, suitability or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner fitness of the Leased PropertiesProperty for any particular purpose, or any other matter concerning the Leased Property or any portion thereof.

Purchase Procedure. (a) If a Lessee shall purchase ------------------ Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If Lessee shall In the event of the purchase of Lessor's interest in a any Leased Property by Lessee pursuant to any provision of this Lease, the terms and conditions of this Article 16 shall apply. (ib) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon On the closing date fixed for any the purchase of Lessor's interest in any or all of the Leased Property hereunder, Properties: (i) Lessee shall pay to the order Lessor, in lawful money of the Agent (or Lessor if the Loans have been paid United States in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, at Lessor's address hereinabove stated or at any other place in the United States which Lessor may designate, the Purchase Price pursuant to Article 28 or Termination Value and related amounts required to be paid pursuant to paragraph (iiic) of Article 12, or Articles 22, 37 or 38, whichever is applicable, or, in the case of a purchase of less than all of the Leased Properties, the Allocable Percentage thereof; and (ii) Lessor will shall execute and deliver to Lessee good and sufficient special warranty deeds, assignments or such other documents, including releases, termination agreements and termination statements, instrument or instruments as may be legally required appropriate, which shall transfer all of Lessor's interest in certain or all of the Leased Properties, as may be reasonably requested appropriate, including any rights of Lessor against any party through whom Lessor derived its title to such Leased Properties, subject to (A) any encumbrances existing on the Basic Term Commencement Date with respect thereto, (B) Permitted Encumbrances as defined in clauses (a) through (c), (g) and (h) of the definition thereof, (C) all liens, encumbrances, charges, exceptions and restrictions attaching to any Leased Property after the Basic Term Commencement Date with respect thereto (other than those created or caused by or through Lessor or Indenture Trustee without the consent of Lessee), and (D) all Legal Requirements. In the case of a purchase of Lessor's interest in any Leased Property by Lessee pursuant to paragraph (c) of Article 12 hereof, Lessor shall also pay to Lessee the Net Award, if any, in order respect of each such Leased Property and assign to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents.Lessee all rights to any award not yet received; and (biii) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyancetransfer, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow feesincluding but not limited to all transfer taxes, recording fees, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Lessor, the Indenture Trustee and the Registered Owners of the Notes and reasonable attorneys' fees and expenses of counsel for Lessor, the Indenture Trustee and the Registered Owners of the Notes; and (iv) Lessee shall pay to Lessor all applicable documentary transfer or other transfer taxes Basic Rent, Additional Rent and other taxes required sums payable by Lessee under this Lease relating to such Leased Properties, due and payable through the date Lessee purchases Lessor's interest in such Leased Properties; and (v) Except as otherwise provided herein, this Lease shall terminate and be paid in order of no further force and effect with respect to record the transfer documents that might be imposed each Leased Property purchased by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by LesseeLessee pursuant to this Article 16. (c) Upon expiration Prior to (i) any purchase by Lessee or termination any third party of fewer than all of the Leased Properties pursuant to any term or provision of this Lease resulting in conveyance or (ii) any purchase by a third party of Lessor's interest in the title to the a Leased Property and substitution therefor of Leased Properties pursuant to Article 38 of this Lease (whereby a Substitution Adjustment is required to be paid by Lessee), the following conditions shall have been satisfied: (i) Lessor shall have provided Lessee, there shall at the cost of Lessee, with revised versions of Schedules ▇, ▇, ▇, ▇, ▇, ▇, ▇, and J and Appendix I to this Lease, reflecting the changes to be no apportionment made therein, taking into account such purchase or substitution and, if applicable, the payment of rents (any amount payable hereunder including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Properties.Article 37

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessor's interest in a by the Tenant of the Leased Property Premises pursuant to any provision of this Lease, (i) Lessee the terms and conditions of this Section 28 shall accept from Lessor apply. At a time and Lessor shall convey such Leased Property by a duly executed place and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any such purchase of Lessor's interest in Leased Property hereunderthis Lease, Lessee or at such other place, time or date as the Landlord and the Tenant shall mutually agree: (i) the Tenant shall pay the purchase price to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase Landlord by wire transfer of immediately available federal funds, in lawful money of the United States, to an account or accounts designated by the Landlord, together with all Basic Rent, Additional Rent, and Non-Rent Monetary Obligations accrued and unpaid as of such date, subject in the case of a purchase of the Leased Premises pursuant to Section 12, to the reduction of the purchase price of the Leased Premises by the Landlord's application to the payment of such purchase price of the amount of any Award paid to and retained by the Landlord or Lender with respect to the Leased Premises; and (iiiii) Lessor will the Landlord shall execute and deliver to Lessee the Tenant a grant deed (or other form appropriate for the applicable jurisdiction) in recordable form, and such other documents, including releases, termination agreements and termination statements, instrument or instruments as may be legally required or as may be reasonably requested by Lessee in order appropriate, to effect such conveyance, transfer the Leased Premises to the Tenant free and clear of Lessor Liens all material liens (other than Permitted Encumbrances, liens created or suffered through or by or with the consent of Tenant, and any installment of Taxes due and payable after the Commencement Date and this Lease), together with such evidence of the Landlord's authority to sell the Leased Premises to the Tenant, and of the authorization of the sale of the Leased Premises, and the Liens execution and delivery of the Operative Documentsdeed by the Landlord, and of such other matters as the Tenant may reasonably request, all of which shall be reasonably satisfactory to the Tenant in form and substance, and a certification of non-foreign status as required by the Foreign Investment in Real Property Tax Act and the regulations promulgated thereunder and any similar certificates required by the State. In the case of a purchase of the Leased Premises by the Tenant pursuant to Section 12, the Landlord shall also pay to the Tenant the Award received by the Landlord and not previously applied to Restoration or paid to the Tenant by the Landlord with respect to the Leased Premises (unless the Tenant shall have received a credit against the purchase price in respect thereof or, if payment of the Award has not been made as of the closing of the purchase of the Leased Premises, assigned to the Tenant the right to receive the Landlord's portion of the Award relating to the Leased Premises when such Award is paid). (b) Lessee shallIn the case of a purchase pursuant to this Lease under Section 12(b), at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee Tenant shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyancetransfer, includingincluding all recording fees, without limitation, Lessee's reasonable attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's costs and Lessor's escrow fees, recording feesexpenses, title insurance premiums premiums, if any, survey costs and all applicable documentary transfer taxes or other transfer similar taxes and other taxes required (the "Transaction Costs"). However, in the case of a purchase pursuant to the exercise of Tenant's right of first refusal under Section 27 of this Lease, the Tenant shall pay only those Transaction Costs to be paid by a purchaser under the terms set forth in order to record Landlord's notice of the transfer documents that might be imposed by reason terms of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. proposed transfer in accordance with Section 27. (c) Upon expiration or In the event of the termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesPremises as herein provided, all the obligations and liabilities of the Landlord and the Tenant, as the case may be, whether actual or contingent, under this Lease that arose at or prior to such rents, taxes, insurance, utility or other charges due termination and payable with respect that are expressly stated herein to survive the termination of this Lease shall survive termination. (d) The Tenant shall execute and deliver to the Leased Properties prior Landlord an environmental indemnity agreement, in form, scope and substance reasonably acceptable to termination being payable by Lessee hereunder the Landlord, pursuant to which the Tenant shall agree to be liable for and all due pay, and shall indemnify, hold harmless and defend Landlord from and against, any Claim arising under environmental Legal Requirements from and after such time being payable by Lessee as the then owner effective date of the Leased Propertiespurchase pursuant to this Section 28. 29.

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessor's interest in a of the Leased Property by Lessee pursuant to any provision of this Lease, the terms and conditions of this Article 16 shall apply. (b) On the closing date fixed for the purchase of the Leased Property: (i) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order Lessor, in lawful money of the Agent (or Lessor if the Loans have been paid United States in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, at Lessor's address hereinabove stated or at any other place in the continental United States which Lessor may designate, the Purchase Price pursuant to Article 28 or Termination Value and related amounts required to be paid pursuant to Article 9, paragraph (iiic) of Article 12 or paragraph (a) or (b) of Article 17 or paragraph (c) or (h) of Article 22, whichever is applicable; and (ii) Lessor will shall execute and deliver to Lessee or Lessee's designee good and sufficient quitclaim deeds, assignments and/or such other documents, including releases, termination agreements and termination statements, instrument or instruments as may be legally required or as may be reasonably requested appropriate, which shall transfer the Leased Property, including any rights of Lessor against any party through whom Lessor derived its title to the Leased Property, subject to (A) any encumbrances existing on the Construction Term Commencement Date, (B) Permitted Encumbrances (other than this Lease, unless Lessee requests that this Lease remain), (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the Construction Term Commencement Date (other than Lessor Liens created without the consent of Lessee), and (D) all Legal Requirements. In the case of a purchase of the Leased Property by Lessee in order pursuant to effect such conveyanceparagraph (c) of Article 12 hereof, free Lessor shall also pay to Lessee the Net Award, if any and clear of Lessor Liens and the Liens of the Operative Documents.assign to Lessee all rights to any award not yet received; and (biii) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyancetransfer, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow feesincluding but not limited to all transfer taxes, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes federal, state and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance local taxes, (except for any Excluded Taxes), and the delivery of such deed shall be borne entirely by reasonable attorneys' fees and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance expenses of Lessor's interest in the title to the Leased Properties to Lesseecounsel; and (iv) Except as otherwise provided herein, there this Lease shall terminate and be of no apportionment of rents (including, without limitation, water rents further force and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Propertieseffect.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's ’s interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special (or limited limited) warranty deed and quit claim ▇b▇▇▇ of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's ’s interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus including any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents, (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease and, if such Ground Lease is assigned, assume all obligations thereunder and (v) if such Leased Property is subject to IDB Documentation, Lessor will execute and deliver to the related Lessee, and the related Lessee shall accept, an assignment and assumption of such IDB Documentation to and by such related Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such IDB Documentation. (b) Each Lessee shall, at such Lessee's ’s sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law, and Lessor shall cooperate with such Lessee upon such Lessee’s request in connection therewith; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's ’s attorneys' ’ fees, Lessor's ’s attorneys' ’ fees, commissions, each Lessee's ’s and Lessor's ’s escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall shall, as between Lessees on the one hand, and the Funding Parties on the other hand, be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's ’s interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale substantially in the form of the instruments by which the Land was conveyed to Lessor of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) or its designee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor and the Funding Parties will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Each Lessee or its designee shall, at such Lessee's or such designee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all actual and reasonable costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus including any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase purchase, by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim quitclaim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents, as they related to such Leased Property. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Properties.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's ------------------ interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, or the Fair Market Sales Value, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ bill of sale of such Leased Property in recordable form, (ii) upon the ▇▇▇ date fixed for any purchase of Lessor's interest in a Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Syndication Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties the to LesseeLessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner of the Leased Properties.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (ba) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (cb) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. The provisions of this Section 15.5 are herein and elsewhere in the Operative Documents sometimes referred to as the “Purchase Procedure”. (a) If the Lessee shall purchase the Lessor's ’s interest in a the Leased Property pursuant to any provision of this Lease, (i) the Lessee shall accept from Lessor the Lessor, and the Lessor shall convey such to the Lessee (or its designee), the Lessor’s entire interest in the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable formProperty, (ii) upon the date fixed for any purchase of the Lessor's ’s interest in the Leased Property hereunder, the Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or by wire transfer of federal funds and (iii) the Lessor shall convey to the Lessee the Lessor’s entire interest in the Leased Property Balanceby quitclaim deed, together with such bills of sale and other instruments (including, without limitation, a quitclaim deed to any Alterations) as applicable, plus any amount due pursuant may be necessary to Section 7.5(f) transfer all of the Master Agreement Lessor’s interest in the Leased Property. THE LESSOR’S TRANSFER OF ITS OWNERSHIP INTEREST IN THE LEASED PROPERTY SHALL BE ON AN AS-IS, WHERE-IS, BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO DESIGN, CONDITION, QUALITY, CAPACITY, MERCHANTABILITY, HABITABILITY, DURABILITY, SUITABILITY OR FITNESS OF THE LEASED PROPERTY FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE LEASED PROPERTY OR ANY PORTION THEREOF. THE LESSEE HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT OR INFRINGEMENT) IT MIGHT HAVE AGAINST THE LESSOR FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE LEASED PROPERTY OR BY THE LESSEE’S LOSS OF USE THEREOF FOR ANY REASON WHATSOEVER. NO REPRESENTATION OR WARRANTY SHALL BE MADE BY THE LESSOR AS TO THE EXISTENCE OF ANY LIENS OR ENCUMBRANCES (EXCEPT FOR LESSOR LIENS OTHER THAN PERMITTED LIENS) ON THE LEASED PROPERTY AS OF THE DATE OF SUCH SALE. In connection with, and as a condition to, any such transfer by the Lessor, the Lessee shall pay all charges and expenses incident to such transfer of the Leased Property, including, without limitation, all transfer taxes, recording fees, title insurance premiums, and federal, state and local taxes arising as a result of such purchase by wire transfer of immediately available fundstransfer, and (iii) Lessor will execute all fees and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear expenses of Lessor Liens and the Liens legal counsel of the Operative DocumentsLessor reasonably incurred by reason of such transfer. (b) The Lessee shall, at the Lessee's ’s sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Properties.by

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a Leased Property pursuant Not less than four (4) Business Days prior to any provision Purchase Date on which Eligible Accounts are to be purchased, the Provider will deliver to the Administrator the computer file data required by the Administrator to enable the Administrator to process and value the Provider's receivables. Upon completion of this Leasethe processing of the receivables data, the Administrator will prepare and deliver to the Provider an assignment of the Provider's Eligible Accounts to be sold substantially in the form of Exhibit B (ian "Assignment") Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ letter substantially in the form of sale of such Leased Property in recordable form, Exhibit C (ii) upon a "CFO Letter"). In the date fixed for event that any purchase of Lessor's interest in Leased Property hereundersuch Eligible Accounts would cause any Concentration Limit to be exceeded or would cause any other term or condition hereof to be breached, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result Administrator will select which of such purchase by wire transfer Eligible Accounts are to be purchased on the next Purchase Date in a manner such that all Concentration Limits and other terms of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documentsthis Agreement are adhered to. (b) Lessee shallNo later than 11:00 a.m. (locally prevailing Eastern time) on the second Business Day prior to each Purchase Date, at Lessee's sole cost the Provider will sign and expensereturn to the Administrator the Assignment, obtain all required governmental the CFO Letter, and regulatory approval the following documents (the Assignment, CFO Letter and consents and in connection therewith shall make such filings as required by Applicable Law; in documents, collectively, a "Purchased Account File"): (i) Any documentation of the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident claim giving rise to such conveyanceAccount and any other related documents or information which the Administrator may reasonably request; and (ii) Any UCC financing statements and releases that the Administrator may require in respect of each Account, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required in form acceptable to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by LesseeAdministrator. (c) Upon expiration On the Purchase Date, the Purchaser will send the Provider a check or termination of this Lease resulting in conveyance of Lessor's interest wire transfer in the amount of the Initial Payment for the Eligible Accounts in the purchased Batch, and upon such payment all right, title and interest of the Provider in and to such Accounts will be vested in the Leased Properties Purchaser and the Purchaser will become the absolute owner of such Accounts ("Purchased Accounts"). Thereafter the Purchaser may exercise all rights to Lesseeenforce and collect such Accounts, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable except that with respect to any Purchased Accounts which are Government Accounts, the Leased PropertiesProvider will collect such Accounts but solely in its capacity as Servicer hereunder. (d) Unless otherwise agreed by the Purchaser and the Administrator, all of such rentsthe initial Purchase Date shall be March 14, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner 1996. (e) The Administrator's determinations of the Leased PropertiesENV, Initial Payment, Deferred Payment, Collections and other amounts to be determined or calculated under this Agreement shall, in the absence of a manifest error, be conclusive among the Administrator, the Provider and the Purchaser.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a Leased Property pursuant 2.1 From time to any provision time on and after the Effective Date and prior to the termination of this Lease, Agreement in accordance with (i) Lessee the Drafts Presentation Schedule and (ii) Section 6 herein, the Seller shall offer to sell to the Purchaser one or more Drafts (each, a “Proposed Draft”) each in the Draft Presentation Amount or greater which request shall made by the Seller by email transmission (each, a “Purchase Request”). 2.2 No later than 11:00 a.m., New York City time on the Business Day following a Purchase Request and subject to the terms and conditions contained in this Agreement, the Purchaser shall offer to purchase a Proposed Draft as to which all conditions set forth in Section 3 have been met to the Purchaser’s satisfaction. To the extent that the Purchaser agrees that all conditions set forth in Section 3 have been met to the Purchaser’s satisfaction, the Purchaser shall provide to the Seller via email transmission an irrevocable purchase offer in the form set forth in Exhibit B hereto (or such other form as shall be agreed between the Seller and the Purchaser from time to time) (a “Discounting Offer”), executed by the Purchaser and with the pdf signature page attached thereto, which shall set forth, with respect to each Proposed Draft, the face amount, the maturity date, the Discount Rate and the Purchase Price for such Proposed Draft. In the event the Purchaser shall have made a Discounting Offer with respect to any Proposed Draft, such Discounting Offer shall remain in effect until 5:00 p.m., New York City time, on the same Business Day as such Discounting Offer is made (the “Acceptance Deadline”). 2.3 Once the Seller elects to accept from Lessor a Discounting Offer, such acceptance shall be irrevocable and Lessor binding on the Seller. To accept a Discounting Offer with respect to any Eligible Draft, the Seller shall convey such Leased Property provide written notice thereof prior to the Acceptance Deadline via email transmission which acceptance must be accompanied by a duly copy of a remittance letter accepting such Discounting Offer, which remittance letter shall be in the form of Exhibit C hereto or such other form as shall be acceptable to the Purchaser and the Seller (a “Remittance Letter”), executed by the Seller and acknowledged special with the pdf signature page attached thereto. Such Remittance Letter shall direct the Purchaser to utilize its power of attorney under Section 2.7 to execute such Eligible Draft on behalf of the Seller as drawer and indorse such Eligible Draft on behalf of the Seller, upon payment by the Purchaser of the Purchase Price for such Eligible Draft (each a “POA Draft”). If a Discounting Offer shall not have been accepted by the Seller as provided above prior to the Acceptance Deadline, such Discounting Offer shall be deemed rejected by the Seller and shall cease to be in effect. 2.4 Promptly after such acceptance, the Seller shall deliver by hand delivery or limited warranty deed and quit claim ▇▇▇▇ overnight courier service to the Purchaser, at the Purchaser’s address provided in Section 8.6, the originals of sale each of (i) the Eligible Draft that is the subject of such Leased Property in recordable formDiscounting Offer, or such other form as shall be acceptable to the Purchaser, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, related Remittance Letter and (iii) Lessor will execute and deliver the Draft Acceptance Confirmation with respect to Lessee such Eligible Draft, which shall be in the form of Exhibit D hereto, or such other documentsform as shall be acceptable to the Purchaser, including releasesand shall have been executed by each Customer (it being understood that such documents may, termination agreements and termination statementsfor administrative convenience, as may be legally required or as may be reasonably requested delivered to the Purchaser by Lessee in order to effect such conveyance, free and clear SES). For the avoidance of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; doubt in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer foregoing documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (ci) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Properties.through

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessor's interest in a of the Leased Property by Lessee pursuant to any provision of this LeaseLease or by a third party pursuant to Section 14.2 hereof, the terms and conditions of this Section 14.5 shall apply. (b) On the closing date fixed for the purchase of the Leased Property: (i) The required purchase price (which in the case of a purchase by Lessee will equal the Purchase Amount) shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property be paid to Lessor, in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order lawful money of the Agent (or Lessor if the Loans have been paid United States in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and at Lessor’s address hereinabove stated or at any other place in the United States which Lessor may designate; (iiiii) Lessor will shall execute and deliver to Lessee good and sufficient deeds warranting title only against Lessor Liens and such other documents, including releases, termination agreements and termination statements, instrument or instruments as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyanceappropriate, free and clear of Lessor Liens and which shall transfer the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, Leased Property including, without limitation, Lessee's attorneys' feesany rights of Lessor against any party through whom Lessor derived its title to the Leased Property subject to (A) any encumbrances existing on the Closing Date, Lessor's attorneys' fees(B) Permitted Liens, commissions(C) all liens, Lessee's encumbrances, charges, exceptions and Lessor's escrow feesrestrictions attaching to the Leased Property after the Closing Date (other than Lessor Liens), and (D) Applicable Laws, but in any event, in each case free and clear of all Lessor Liens provided that the Leased Property shall be conveyed “AS IS, WHERE IS” and its then present physical condition; (iii) All out of pocket costs and charges incident to such transfer, including but not limited to all transfer taxes, recording fees, title insurance premiums premiums, reasonable attorneys fees and federal, state and local taxes (but not including Excluded Taxes) of Lessor will be paid from sale proceeds and deducted in computing Net Proceeds; (iv) Lessee shall pay to Lessor all Basic Rent and all applicable documentary transfer or other transfer taxes Supplemental Rent, Breakage Costs, if any, and other taxes required to be paid in order to record sums payable by Lessee under this Lease or under any other Operative Document, due and payable through the transfer documents that might be imposed by reason of such conveyance and date Lessee purchases the delivery of such deed shall be borne entirely by and paid by Lessee.Leased Property; and (cv) Upon expiration or termination of Except as otherwise provided herein, this Lease resulting in conveyance shall terminate and be of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents further force and sewer rents), taxes, insurance, utility charges or other charges payable effect with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner Property following satisfaction of the Leased Propertiesforegoing and the applicable provisions hereof.

Purchase Procedure. (a) If Lessee shall In the event of the purchase Lessorof Landlord's interest in a Leased the Property or the Beneficial Interest by Tenant pursuant to any provision of this Lease, the terms and conditions of this Section 22.1 shall apply. (a) On the closing date fixed for the purchase of Landlord's interest in the Property or the Beneficial Interest: (i) Lessee Tenant shall accept from Lessor pay to Landlord or, so long as the Lien of the Indenture has not been discharged in accordance with Section 3 thereof, the Indenture Trustee, in lawful money of the United States, at Landlord's address hereinabove stated or at any other place in the United States which Landlord may designate, the applicable purchase price or Termination Value, any accrued interest or Make-Whole Premium, if any, due with respect to the Indenture Notes in connection therewith, any Supplemental Rent then due, and Lessor all other costs due as of such closing; (ii) Landlord shall convey execute and deliver to Tenant or its designee (A) a quit claim deed, assignment and/or such Leased other instrument or instruments as may be appropriate, which shall transfer Landlord's interest in the Property on an "as-is, where-is" basis, without recourse, representation or warranty of any kind other than as to the absence of Landlord Liens attributable to the transferor, subject to, (1) Permitted Liens, (2) all liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by a transferor (unless consented to by Tenant), and (3) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect, (B) duly executed releases of liens, each in recordable form, as may be necessary to release any Landlord Liens, and acknowledged special or limited warranty deed and quit claim (C) a ▇▇▇▇ of sale conveying all of such Leased Property in recordable formLandlord's right, (ii) upon the date fixed for any purchase of Lessor's title, and interest in Leased Property hereunderand to any and all furniture, Lessee shall pay to fixtures, equipment and other personal property located at the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsProperty. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee Tenant shall pay all costs incurred by Lessor in connection therewith. In additioncosts, all costs charges and expenses incident to such conveyancetransfer, including, without limitation, Lessee's attorneys' all recording fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording feestransfer taxes, title insurance premiums and all applicable documentary transfer or other transfer taxes federal, state and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseelocal taxes, except for any net income taxes. (c) Upon expiration or termination In the event Landlord and Tenant enter into a purchase agreement for the sale of this Lease resulting in conveyance of Lessor's interest the Property, Landlord agrees to cause the Owner Participant to sell its Beneficial Interest in the title Landlord to Tenant, in lieu of a sale of the Leased Properties Property to LesseeTenant, there in the event (i) Tenant requests Landlord so to do; (ii) the sale of the Beneficial Interest to Tenant shall not impose any obligations on Landlord that would not be no apportionment imposed had Landlord sold the Property, will not decrease any rights Landlord would have had Landlord sold the property, and will not create any increased possibility of rents additional liability to Landlord (including, without limitation, water rents and sewer rents)for ongoing corporate acts, taxes, insuranceetc.); and (iii) Landlord, utility charges the Owner Participant and the OP Guarantor, if any, are fully released from all obligations and liabilities in connection therewith (other than any then-existing Landlord Liens), all as shall reasonably evidenced to Landlord by certificates, affidavits, opinions or other charges payable otherwise. If the Beneficial Interest is not sold to Tenant, Landlord shall cause the Property to be sold to Tenant. Landlord agrees to cooperate with respect Tenant in effectuating such a transfer of the Beneficial Interest, subject to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Propertiesterms hereof discussed.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property or in Equipment pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property or Equipment, as the case may be, by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ bill of sale of such Leased Property in or Equipment, as the case may be, ▇▇ recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus including any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase purchase, by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a the Leased Property pursuant to any provision of this LeaseLease (other than as provided in SECTION 15.3), (i) Lessee shall accept from Lessor Lessor, and Lessor shall convey to Lessee, such Leased Property by a one or more duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale deeds of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in such Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, federal funds and (iii) Lessor shall convey to Lessee Lessor's entire interest in all of the Leased Property via the special warranty deed or deeds described above and Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, documents as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear such other documents as may be required by any escrow agent in order to close escrow in connection with such conveyance and issue to Lessee an Owner's Policy of Lessor Liens Title Insurance in the form promulgated by the Texas Department of Insurance subject only to (A) the exceptions set forth on Schedule B of the Title Policy for each Property other than the Mortgage and the Liens Assignment of the Operative DocumentsLease and Rents, (B) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by Lessee, or consented to by Lessee and (C) taxes and assessments not yet due and payable. (b) In the event that Lessee exercises the Remarketing Option pursuant to SECTION 15.6 and fulfills all of the conditions set forth in CLAUSES (i) through (xiii) thereof, and if Lessor does not reject the purchase offer for the Leased Property as provided in SECTION 15.6 (xi), then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, Lessor shall convey to such purchaser Lessor's interest in the Leased Property by a duly executed special warranty deed or deeds in recordable form, and Lessor will execute and deliver to such purchaser (or the Lessee, as appropriate) such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an Owner's Policy of Title Insurance in the form promulgated by the Texas Department of Insurance subject only to (i) the exceptions set forth on Schedule B of the Title Policy, other than the Mortgage and the Assignment of Lease and Rents, (ii) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by the Lessee, or consented to by the Lessee and (iii) taxes and assessments not yet due and payable. (c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in . In the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (cd) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a the Leased Property pursuant to any provision of this LeaseLease (other than as provided in Section 15.3), (i) Lessee shall accept from Lessor Lessor, and Lessor shall convey such to Lessee, Lessor's interest in the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ assignment of sale of such Leased Property the Ground Lease in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, federal funds and (iii) Lessor shall convey to Lessee Lessor's interest in the Leased Property via the assignment of Ground Lease described above and Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, documents as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear such other documents as may be required by the escrow agent in order to close escrow and issue to Lessee an ALTA lessee's title policy subject only to (A) the exceptions set forth on Schedule B of Lessor Liens the Title Policy other than the Mortgage and the Liens Assignment of the Operative DocumentsLease and Rents, (B) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by Lessee, or consented to by Lessee and (C) taxes and assessments not yet due and payable. (b) In the event that Lessee exercises the Remarketing Option pursuant to Section 15.6 and fulfills all of the conditions set forth in clauses (i) through (xiii) thereof, and if Lessor does not reject the purchase offer for the Leased Property as provided in Section 15.6 (xi), then upon (c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in . In the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (cd) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. In any case of a purchase of Newco Exchangeable Shares under this Article 2, other than a purchase on December 29, 2005, Wendy's shall at least 30 days (or, if impracticable, such lesser time period as is practicable) before the Purchase Date send or cause to be sent to Seller a notice in writing of the Purchase. Such notice shall set out the formula for determining the Purchase Price and the Purchase Date. Thirty days prior to December 29, 2005, Wendy's shall send or cause to be sent to Seller and Newco a notice in writing setting forth whether Wendy's has elected, in its sole discretion, to (a) If Lessee shall purchase Lessor's interest in a Leased Property the then outstanding Newco Exchangeable Shares on the Purchase Date pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special Article 2 or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee cause Newco to redeem such Newco Exchangeable Shares on the Purchase Date pursuant to Article 7 of the Articles of Incorporation of Newco. In the event Wendy's shall have elected to purchase such Newco Exchangeable Shares pursuant to this Article 2, such notice shall set out the formula for determining the Purchase Price. In the event Wendy's shall have elected to cause Newco to redeem such Newco Exchangeable Shares, such notice shall contain instructions for Newco to take all steps necessary to redeem the Newco Exchangeable Shares on the Purchase Date and Newco shall, at Lessee's sole cost and expenseunless prohibited by law, obtain all required governmental and regulatory approval and consents and redeem such Newco Exchangeable Shares in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection accordance with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance instructions and the delivery provisions of Article 7 of Newco's Articles of Incorporation. If Newco is prohibited by law from so redeeming such deed Newco Exchangeable Shares, it shall be borne entirely by forthwith notify Wendy's in writing thereof and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of LessorWendy's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as purchase the then owner of outstanding Newco Exchangeable Shares on the Leased PropertiesPurchase Date pursuant to this Article 2.

Purchase Procedure. (a) If In the event of the re-acquisition by the Lessee shall purchase Lessor's interest in of a Leased Property or the Collective Leased Properties pursuant to any provision of this Lease, the terms and conditions of this Section 19.2 shall apply. (ia) In the event of a re-acquisition at the end of the Lease Term, Lessee shall accept from provide Lessor with Notice of its election to purchase the Leased Property (such Notice being a "Call Option") not later than six (6) months prior to the end of the Lease Term and Lessor shall convey such provide Lessee with Notice of its election to require Lessee to re-acquire the Leased Property (such Notice being a "Put Option") not later than six (6) months prior to the end of the Lease Term. In the event of either a Put Option or Call Option the parties shall close on re-acquisition and sale of the Leased Property not later than the last business day before the expiration of the Term. (b) In the case of a casualty or condemnation, and Notice of a Put Option by Lessor, as provided in Article 10 or Notice of a duly executed and acknowledged special Put Option or limited warranty deed and quit claim ▇▇▇▇ of sale a Call Option as provided in Article 11 shall have been given, or is presumed to have been given, the parties shall close on the re-acquisition of such Leased Property within one hundred eighty (180) days following receipt of such Notice. (c) In the case of Lessee's exercise of a Call Option in recordable formconnection with the Lessor's Special Right to terminate the Lease as specified in Section 14.2, Lessee shall close on the re-acquisition of the Leased Property within one hundred eighty (ii180) upon the date fixed for any purchase days following Lessee's receipt of Lessor's interest Termination Notice pursuant to Section 14.2. (d) At a time and place on the date established for such re-acquisition in Leased Property hereunderthis Lease, or at such other place, time or date as Lessor and Lessee shall mutually agree: (i) the Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or (or, in the case of a re-acquisition of an individual Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(fArticle 10 or Article 11, the Individual Lease Balance) of the Master Agreement as a result of such purchase to Lessor by wire transfer of immediately available Federal funds, in lawful money of the United States, to an account or accounts designated by Lessor, subject, in the case of a re-acquisition of an individual Leased Property pursuant to Article 10 or Article 11, to the reduction of the Individual Lease Balance of such individual Leased Property by the amount of any Net Casualty Proceeds or Net Award paid to and retained by Lessor, or the applicable Facility Mortgagee with respect to such individual Leased Property; (iiiii) Lessor will shall execute and deliver to Lessee a Special Warranty Deed in recordable form, or, at Lessee's election, an assignment of the membership and partnership interests in the Lessor entities, and such other documents, including releases, termination agreements and termination statements, instrument or instruments as may be legally required or as may be reasonably requested by Lessee in order appropriate to effect such conveyance, transfer the Leased Property free and clear of Lessor Liens all liens with the exception of the Existing Title Encumbrances and any Future Title Encumbrances consented to by Lessee, together with such evidence of Lessor's authority to sell the Leased Property to Lessee and of the authorization of the sale of the Leased Property and the Liens execution and delivery of the Operative Documents. (b) Special Warranty Deed by Lessor, and such other matters as Lessee shallmay reasonably request, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings a certification of non-foreign status as required by Applicable Law; the Foreign Investment in Real Property Tax Act and the event that Lessor is regulations promulgated thereunder and any other similar certificates required by Applicable Law the State in which the Leased Property is located. In the case of a re-acquisition of the Leased Property by Lessee pursuant to take any action in connection with Article X or Article XI, and provided Lessor has not previously applied the Net Casualty Proceeds or the Net Award as a credit against the Individual Lease Balance, Lessor shall assign to the Lessee the right to receive the Lessor's portion of the Net Casualty Proceeds or the Net Award relating to such purchase and sale, Leased Property when the same is paid; (iii) the Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, transfer including all recording fees, reasonable attorneys fees, costs and expenses, title insurance premiums premiums, survey costs and all applicable documentary transfer taxes or other transfer similar taxes ("Transaction Costs"); (iv) in the event of a termination of this Lease with respect to any Leased Property as herein provided, the obligations and other taxes required liabilities of the Lessor and the Lessee, as the case may be, whether actual or contingent under this Lease that arose at or prior to such termination and that are expressly stated herein to survive the termination of the Lease shall survive such termination until payment or satisfaction thereof; (v) the Lessee shall execute and deliver to Lessor an Environmental Indemnity Agreement in form, scope and substance satisfactory in all respects to Lessor, pursuant to which Lessee shall agree to be paid liable for and pay, and shall indemnify, hold harmless and defend any Lessor Indemnitee, and its successors and assigns from and against any Environmental Claims arising under Applicable Law both before and after the effective date of the purchase pursuant to this Section 19.2. (vi) in order the event of Lessee's re-acquisition of the Collective Leased Properties, the Lessor shall return any remaining and unused Restricted Cash to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (ce) Upon expiration Until the closing of the re-acquisition of the Leased Property and payment of all sums due under this Section 19.2, or termination of this Lease resulting pursuant to Section 5.3, this Lease shall continue in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents full force and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased Propertieseffect.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇b▇▇▇ of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (a) If a Lessee shall purchase Lessor's interest in a Leased Property pursuant to any provision of this Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇bill ▇▇ of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee the related Lessee(s) shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative DocumentsDocuments and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease. (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lesseethe Lessees. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lesseethe Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being payable by Lessee the Lessees hereunder and all due after such time being payable by Lessee the Lessees as the then owner owners of the Leased Properties.

Purchase Procedure. (ai) If the Lessee shall purchase the Lessor's right, title and interest in a Leased the Property pursuant to any provision of this Lease, (iA) the Lessee shall accept from Lessor the Lessor, and the Lessor shall convey such Leased or cause Issuer to convey, the Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such Leased Property in recordable form, (iiB) upon the date fixed for any purchase of the Lessor's right, title and interest in Leased the Property hereunder, the Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase by wire transfer of immediately available federal funds, and (iiiC) the Lessor will execute and deliver or cause Issuer to execute and deliver to the Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by the Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens lien of the Operative DocumentsDeed of Trust and any Encumbrances created by Lessor. (bii) The Lessee shall, at the Lessee's sole cost and expense, obtain all required governmental and regulatory approval approvals and consents and and, in connection therewith therewith, shall make such filings as required by Applicable Law; in . In the event that the Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessee shall pay prior to transfer all costs incurred by the Lessor in connection therewith. In additionWithout limiting the foregoing, all costs incident to such conveyance, including, without limitation, the Lessee's attorneys' fees, the Lessor's attorneys' fees, Issuer's attorneys' fees, the fees of the Credit Facility Providers, the fees of the Trustee, the costs incurred in connection with the purchase and sale pursuant to the Operative Documents, commissions, the Lessee's, the Lessor's and LessorIssuer's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by the Lessee. (ciii) Upon expiration or termination of this Lease resulting in conveyance of the Lessor's right, title and interest in the title Property to the Leased Properties to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility charges or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by the Lessee hereunder and all due after such time being payable by the Lessee as the then owner of the Leased PropertiesProperty.

Purchase Procedure. (a) If Lessee shall purchase Lessor's interest in a the Leased Property pursuant to any provision of this Lease, (i) Lessee shall accept from Lessor and Lessor shall convey such the Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim ▇▇▇▇ of sale of such the Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to the order of the Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, plus any amount due pursuant to Section 7.5(f) 7.5 of the Master Agreement as a result of such purchase by wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law, and Lessor shall cooperate with Lessee upon Lessor's request in connection therewith; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all costs charges incident to such conveyance, including, without limitation, Lessee's reasonable attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in order to record the transfer documents that might be imposed by reason of such conveyance and the delivery of such deed shall be borne entirely by and paid by Lessee. (c) Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties Property to Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased PropertiesProperty, all of such rents, taxes, insurance, utility or other charges due and payable with respect to the Leased Properties Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the Leased PropertiesProperty.