Common use of Purchase Procedure Clause in Contracts

Purchase Procedure. (a) In the event of the purchase of Landlord’s interest in the Leased Property by Tenant pursuant to any provision of this Lease, or a substitution of the Leased Property pursuant to paragraph (f) of Article 13, the terms and conditions of this Article 17 shall apply. (b) On the closing date fixed for the purchase of Landlord’s interest in the Leased Property or a substitution of the Leased Property: (i) in the case of a purchase, Tenant shall pay to Landlord, 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 purchase price; and (ii) in the case of a purchase or a substitution, 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 sold or substituted for a Substitute Parcel, subject to, (A) Permitted Encumbrances (except, in the case of a purchase by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred by Landlord), (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 Landlord unless consented to 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 the Leased Property by Tenant pursuant to paragraphs (c) and (f) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any. (c) Tenant shall pay all charges incident to such transfer, including all recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Landlord, except in the case of (i) a purchase by Tenant pursuant to paragraph (b) of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such amount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above. (d) Tenant shall pay all Basic Rent and Additional Rent due and payable only through the date Tenant purchases Landlord’s interest in the Leased Property.

Purchase Procedure. (a) In the event of the purchase of Landlord’s If Lessee purchases Lessor's interest in the Leased Property by Tenant pursuant to any provision of this Lease, or a substitution of the Leased Property pursuant to paragraph (f) of Article 13, the terms and conditions of this Article 17 15 shall apply. (b) On the closing date fixed for the purchase of Landlord’s interest in the Leased Property or a substitution of the Leased PropertyClosing Date: (i) in the case of a purchase, Tenant Lessee shall pay to LandlordLessor's Mortgagee, if any, and if none to Lessor, or as Lessor directs, in lawful money of the United StatesStates in immediately available funds, at Landlord’s Lessor's address hereinabove herein stated or at any other place in the United States which Landlord Lessor may designate, an amount equal to the purchase price; andprice described in such provision (which purchase price shall never include the Reinvestment Premium except in connection with a transfer pursuant to Section 20(b)(ii)(3) of this Lease); (ii) in the case of a purchase or a substitution, Landlord Lessor shall execute and deliver to Tenant Lessee a limited special warranty deeddeed covering the Leased Property, and an assignment and/or and such other instrument or instruments as may be appropriateappropriate and customary in accordance with prevailing local conveyancing practices, which shall transfer Landlord’s all of Lessor's interest in the Leased Property sold or substituted for a Substitute ParcelProperty, in each case free and clear of any Mortgage, but subject to, to (A) Permitted Encumbrances (except, in any Liens existing on the case of a purchase by Tenant under paragraph (c) or (f) of Article 13, free first day of the lien of Term (other than any mortgage indebtedness incurred by LandlordMortgage), (B) the Permitted Encumbrances, (C) all liens, encumbrances, charges, exceptions and restrictions Liens attaching to the Leased Property after the Commencement Date which shall not have been beginning of the Term (other than those created or evidenced by the Mortgage and those created or caused by Landlord unless consented to by Tenantor through Lessor without the consent of Lessee, (D) any installments of Impositions then affecting the Leased Property, and (CE) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effectLegal Requirements. In the case of a purchase of Landlord’s interest in the Leased Property by Tenant pursuant to paragraphs Lessor shall either (c1) and (f) of Article 13 hereof, Landlord shall also pay to Tenant credit the Net Award, if any., actually received by Lessor to the purchase price or (2) pay the same to Lessee and assign to Lessee all rights to any award not yet received; (ciii) Tenant Lessee shall pay all charges incident to such transfertransfer or the termination of the Lease which are incurred by Lessor, Lessor's Mortgagee or Lessee, including but not limited to all transfer taxes, recording fees, reasonable attorneys’ fees and expenses, transfer taxesescrow fees, title insurance premiums and federal, state and local taxes, taxes (except for any franchise, net income income, or profit taxes of LandlordLessor or Lessor's Mortgagee), except in the case and reasonable attorneys' fees and expenses of Lessor's counsel and counsel to Lessor's Mortgagee; (iiv) a purchase by Tenant pursuant to paragraph (b) of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord Lessee shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such amount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above. (d) Tenant shall pay Lessor all Basic Rent, Additional Rent and Additional Rent other sums payable by Lessee under this Lease, due and payable only through and including the date Tenant purchases Landlord’s Lessee completes the purchase of Lessor's interest in the Leased Property, and the party purchasing the Leased Property shall be entitled to receive all amounts on deposit in the Tax and Insurance Reserve Fund; and (v) Except for those warranties contained in the special warranty deed described in subparagraph (b)(ii) of this Article 15, Lessor's transfer of its interest in the Leased Property shall be on an as-is basis, without any representation or warranty, either express or implied, as to the design, condition, quality, capacity, merchantability, habitability, durability, suitability or fitness of the Leased Property for any particular purpose, or any other matter concerning the Leased Property or any portion thereof. (c) This Lease shall remain in full force and effect and Lessee shall perform all of its obligations under this Lease through completion of the closing of Lessee's purchase of Lessor's interests in the Leased Property pursuant to this Article 15, at which time Lessor shall have no liability for any obligation arising under this Lease from and after such closing.

Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s interest Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29. (b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the Leased Property United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a ▇▇▇▇ of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord. (c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner. (d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, or a substitution Tenant shall, on the date of the Leased Property pursuant closing of such purchase, pay to paragraph Landlord (f) of Article 13, the terms and conditions of this Article 17 shall apply. (b) On the closing date fixed for the purchase of Landlord’s interest in the Leased Property or a substitution addition to payment of the Leased Property: (i) in the case of a purchase, Tenant shall pay to Landlord, 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; and (ii) in the case of a purchase or a substitution, Landlord shall execute all Rent 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 sold or substituted for a Substitute Parcel, subject to, (A) Permitted Encumbrances (except, in the case of a purchase sums then due and owing by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred by Landlord), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to Landlord hereunder relating to the Leased Property after the Commencement Date which shall not have been created or caused by Landlord unless consented to 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 the Leased Property by Tenant pursuant to paragraphs (c) and (f) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any. (c) Tenant shall pay all charges incident to such transfer, including all recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Landlord, except in the case of (i) a purchase by Tenant pursuant to paragraph (b) of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such amount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above. (d) Tenant shall pay all Basic Rent and Additional Rent due and payable only property purchased through the date Tenant purchases Landlord’s interest in of the Leased Propertyclosing of such purchase.

Purchase Procedure. (a) In the event of the purchase of Landlord’s interest in the Leased Property Premises or any Site by Tenant pursuant to any provision of this Lease, Landlord need not transfer and convey to Tenant or a substitution its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all liens, exceptions and restrictions on, against or relating to the Premises or any Site and to all applicable laws, but free of the Leased Property lien of and security interest created by the Mortgage and liens, exceptions and restrictions on, against or relating to any of the Premises or any Site which have been created by or resulted solely from acts of Landlord, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph (f) 27 shall not constitute the consent of Article 13, the terms and conditions Tenant to a mortgage or other lien securing such financing for purposes of this Article 17 shall applyparagraph 29. (b) On Upon the closing date fixed for the any such purchase of Landlord’s interest in the Leased Property Premises or a substitution any Site pursuant to any provision of the Leased Property: (i) in the case of a purchasethis Lease, Tenant shall pay to Landlord, in lawful money of the United StatesLandlord or to any Person to whom Landlord directs payment, at Landlord’s 's address hereinabove stated set forth above, or at any other place designated by Landlord, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall thereupon deliver to Tenant (i) a special warranty deed which Landlord may designatedescribes any of the Premises or such Site, as applicable, then being sold to Tenant and conveys and transfers the purchase price; and title thereto which is described in paragraph 29(a), (ii) in the case of a purchase or a substitution, Landlord such other instruments as shall execute and deliver be necessary to transfer to Tenant a limited warranty deed, assignment and/or such or its designee any other instrument property (or instruments as may be appropriate, which shall transfer Landlord’s interest in the Leased Property sold rights to any net proceeds or substituted for a Substitute Parcel, subject to, (A) Permitted Encumbrances (except, in the case of a purchase by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred net award not yet received by Landlord), (Bif applicable) all liens, encumbrances, charges, exceptions and restrictions attaching then required to the Leased Property after the Commencement Date which shall not have been created be transferred or caused sold by Landlord unless consented pursuant to by Tenantthis Lease, and (Ciii) all any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable laws, rules, regulations, ordinances purchase price and governmental restrictions then in effect. In the case of a purchase of Landlord’s interest in the Leased Property required to be delivered by Landlord to Tenant pursuant to paragraphs (c) and (f) of Article 13 hereofthis Lease. Additionally, Landlord and Tenant shall also pay execute an amendment to Tenant this Lease to reflect such change in the Net Award, if any. (c) Premises and Rent. Tenant shall pay all charges incident to such conveyance and transfer, including all Landlord's reasonable counsel fees, escrow fees, recording fees, reasonable attorneys’ fees and expenses, transfer taxesbrokerage fees, title insurance or guarantee premiums and all applicable federal, state and local taxesreal estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant's purchase of all of the Premises, including all Sites, , but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent), except for any net income obligations and liabilities of Tenant, actual or profit taxes contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, except in then the case applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord's sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord. No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner. (ic) a In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph (b) any provision of Article 16this Lease, in which case costs will be allocated between Landlord and Tenant in shall, on the same manner as was provided for in date of the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess closing of such amount and purchase, pay to Landlord (in addition to payment of the applicable purchase price) all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above. (d) Tenant shall pay all Basic Rent and Additional Rent other sums then due and payable only through owing by Tenant to Landlord hereunder as of the date Tenant purchases Landlord’s interest in of the Leased Propertyclosing of such purchase.

Purchase Procedure. (a) In the event of the purchase of the Premises or any Site pursuant to paragraphs 14, 30, 31 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts or omissions of Landlord, Landlord’s interest Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other lien securing such financing for purposes of this paragraph 29. (b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraphs 14, 30, 31 and 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the Leased Property United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall thereupon deliver to Tenant (i) a special or limited warranty deed which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a ▇▇▇▇ of sale, assignment of leases, and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect such change in the Premises and Rent. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent), except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord. No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner. (c) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, or a substitution Tenant shall, on the date of the Leased Property pursuant closing of such purchase, pay to paragraph Landlord (f) of Article 13, the terms and conditions of this Article 17 shall apply. (b) On the closing date fixed for the purchase of Landlord’s interest in the Leased Property or a substitution addition to payment of the Leased Property: (i) in the case of a purchase, Tenant shall pay to Landlord, 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; and (ii) in the case of a purchase or a substitution, Landlord shall execute all Rent 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 sold or substituted for a Substitute Parcel, subject to, (A) Permitted Encumbrances (except, in the case of a purchase sums then due and owing by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred by Landlord), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to Landlord hereunder relating to the Leased Property after the Commencement Date which shall not have been created or caused by Landlord unless consented to 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 the Leased Property by Tenant pursuant to paragraphs (c) and (f) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any. (c) Tenant shall pay all charges incident to such transfer, including all recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Landlord, except in the case of (i) a purchase by Tenant pursuant to paragraph (b) of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such amount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above. (d) Tenant shall pay all Basic Rent and Additional Rent due and payable only property purchased through the date Tenant purchases Landlord’s interest in of the Leased Propertyclosing of such purchase.

Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraphs 14 and 30 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s interest Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other lien securing such financing for purposes of this paragraph 29. (b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraphs 14 and 30 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the Leased Property United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall thereupon deliver to Tenant (i) a special or limited warranty deed which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect such change in the Premises and Rent. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent), except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord. No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner. (c) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, or a substitution Tenant shall, on the date of the Leased Property pursuant closing of such purchase, pay to paragraph Landlord (f) of Article 13, the terms and conditions of this Article 17 shall apply. (b) On the closing date fixed for the purchase of Landlord’s interest in the Leased Property or a substitution addition to payment of the Leased Property: (i) in the case of a purchase, Tenant shall pay to Landlord, 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; and (ii) in the case of a purchase or a substitution, Landlord shall execute all Rent 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 sold or substituted for a Substitute Parcel, subject to, (A) Permitted Encumbrances (except, in the case of a purchase sums then due and owing by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred by Landlord), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to Landlord hereunder relating to the Leased Property after the Commencement Date which shall not have been created or caused by Landlord unless consented to 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 the Leased Property by Tenant pursuant to paragraphs (c) and (f) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any. (c) Tenant shall pay all charges incident to such transfer, including all recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Landlord, except in the case of (i) a purchase by Tenant pursuant to paragraph (b) of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such amount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above. (d) Tenant shall pay all Basic Rent and Additional Rent due and payable only property purchased through the date Tenant purchases Landlord’s interest in of the Leased Propertyclosing of such purchase.

Purchase Procedure. (a) In the event of the purchase of Landlord’s Lessor's interest in the Leased Property by Tenant Lessee pursuant to any provision of this Lease, or a substitution of the Leased Property pursuant to paragraph (f) of Article 13, the terms and conditions of this Article 17 Section 24.01 shall apply. (ba) On the closing date Closing Date fixed for the purchase of Landlord’s Lessee's interest in the Leased Property or a substitution of the Leased Property: (i) in the case of a purchase, Tenant Lessee shall pay to LandlordLessor, in lawful money of the United States, at Landlord’s address Lessor's address, hereinabove stated or at any other place in the United States which Landlord Lessor may designatedesignate (or, if assigned, to Lessor's assignee and to such account and in such manner as provided by such assignee), the applicable purchase price; and; (ii) in the case of a purchase or a substitution, Landlord Lessor shall execute and deliver to Tenant Lessee a limited warranty deeddeed with covenants against grantor's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s Lessor's interest in the Leased Property sold or substituted for a Substitute ParcelProperty, subject to, (A) Permitted Encumbrances (except, in the case of a purchase by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred by Landlord)Liens, (B) all liens, encumbrances, charges, exceptions and restrictions Lessor Liens attributable to Lessor attaching to the Leased Property after the Commencement Closing Date which shall not have been created or caused by Landlord Lessor (unless consented to by TenantLessee), and (C) all applicable lawsApplicable Laws, rulesand, regulations, ordinances and governmental restrictions then in effect. In the case of a (D) if such purchase of Landlord’s interest in the Leased Property by Tenant is pursuant to paragraphs Article XII or in other circumstances where the obligations under the Loan Documents are required to be fully paid, free of the liens created by the Debt Documents; and (ciii) If the Equipment is being acquired as a part of such transaction, Head Lessor shall execute and deliver to Lessee a bill of sale transferring the ▇▇uipment to Lessee free and clear of Lessor Lien's attributable to Head Lessor attaching to the Equipment after the Closing Date (f) of Article 13 hereofwhich shall not have been created or caused by Lessor unless consented to by Lessee), Landlord and such transfer shall also pay to Tenant the Net Award, if anybe "as-is," "where-is" and in then-present physical condition. (civ) Tenant Upon receipt by Lessor, Agent, each Holder and Head Lessor of all amounts due such Persons under any Operative Documents, each such Person shall execute and deliver such other instruments of conveyance, releases, UCC termination statements, affidavits and other documents and agreements as may be reasonably required to consummate the conveyance of the Property, all in form and substance as is reasonably acceptable to the Person required to execute and deliver the same. (b) Lessee shall pay all reasonable costs, charges and expenses incident to such transfer, including including, without limitation, all survey costs, title report costs, recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any taxes if applicable but excluding net income or profit taxes of Landlord, (except to the extent relevant in measuring damages in the case of (i) a purchase by Tenant pursuant to paragraph (b) Lease Event of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such amount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(fDefault), above. (d) Tenant shall pay all Basic Rent and Additional Rent due and payable only through the date Tenant purchases Landlord’s interest in the Leased Property.

Purchase Procedure. (a) In the event of the purchase of the Premises or any Site pursuant to paragraphs 14, 30, 31 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts or omissions of Landlord, Landlord’s interest Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other lien securing such financing for purposes of this paragraph 29. (b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraphs 14, 30, 31 and 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the Leased Property United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall thereupon deliver to Tenant (i) a special or limited warranty deed which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a b▇▇▇ of sale, assignment of leases, and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect such change in the Premises and Rent. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent), except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord. No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner. (c) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, or a substitution Tenant shall, on the date of the Leased Property pursuant closing of such purchase, pay to paragraph Landlord (f) of Article 13, the terms and conditions of this Article 17 shall apply. (b) On the closing date fixed for the purchase of Landlord’s interest in the Leased Property or a substitution addition to payment of the Leased Property: (i) in the case of a purchase, Tenant shall pay to Landlord, 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; and (ii) in the case of a purchase or a substitution, Landlord shall execute all Rent 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 sold or substituted for a Substitute Parcel, subject to, (A) Permitted Encumbrances (except, in the case of a purchase sums then due and owing by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred by Landlord), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to Landlord hereunder relating to the Leased Property after the Commencement Date which shall not have been created or caused by Landlord unless consented to 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 the Leased Property by Tenant pursuant to paragraphs (c) and (f) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any. (c) Tenant shall pay all charges incident to such transfer, including all recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Landlord, except in the case of (i) a purchase by Tenant pursuant to paragraph (b) of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such amount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above. (d) Tenant shall pay all Basic Rent and Additional Rent due and payable only property purchased through the date Tenant purchases Landlord’s interest in of the Leased Propertyclosing of such purchase.

Purchase Procedure. (a) In the event of the purchase of Landlord’s Lessor's interest in the Leased Property by Tenant Lessee pursuant to any provision of this Lease, or a substitution of the Leased Property pursuant to paragraph (f) of Article 13, the terms and conditions of this Article 17 15 shall apply. (b) On the closing dosing date fixed for the purchase of Landlord’s Lessor's interest in the Leased Property or a substitution of the Leased Property:. (i) in the case of a purchase, Tenant Lessee shall pay to LandlordLessor, or as Lessor directs, in lawful money of the United States-in-immediately available funds, at Landlord’s Lessor's address hereinabove stated or at any other place in the United States which Landlord Lessor may designate, an amount equal to the purchase price; andprice described in such provision; (ii) in the case of a purchase or a substitution, Landlord Lessor shall execute and deliver to Tenant Lessee a limited warranty deed, sufficient to convey insurable title to the Leased Property, and an assignment and/or and such other instrument or instruments as may be appropriate, appropriate and customary in accordance with prevailing local conveyancing practices which shall transfer Landlord’s all of Lessor's interest in the Leased Property sold Property, including, without limitation, a ▇▇▇▇ of sale to the extent applicable, in each case free and clear of any Mortgage or substituted for a Substitute Parcelliens (except the liens described in (C) below), but subject toto (A) any encumbrances existing on the first day of the Term, (AB) Permitted Encumbrances (except, in the case other than any Mortgage and any assignments of a purchase by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred by Landlordthis Lease), (BC) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the Commencement Date which shall not have been beginning of the Term (other than those created or caused by Landlord unless consented to by Tenantor through Lessor without the consent of Lessee, and other than any Mortgage and any assignments of this Lease), and (CD) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect. In the case of a purchase of Landlord’s interest in the Leased Property by Tenant pursuant to paragraphs (c) and (f) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any.Legal Requirements; (ciii) Tenant Lessee shall pay all reasonable charges incident to such transfertransfer or the termination of the Lease which are incurred by Lessor, Lessor's Mortgagee or Lessee, including but not limited to all transfer taxes, conveyance fees, recording fees, reasonable attorneys’ fees and expenses, transfer taxesescrow fees, title insurance premiums and federal, state and local taxes, taxes (except for any net income or profit taxes of Landlord, except in the case Lessor or Lessor's Mortgagee) and reasonable attorneys' fees and expenses of Lessor's counsel and counsel to Lessor's Mortgagee; (iiv) a purchase by Tenant pursuant to paragraph (b) of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord Lessee shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such amount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above. (d) Tenant shall pay Lessor all Basic Rent, Additional Rent and Additional Rent other sums payable by Lessee under this Lease, due and payable only through the date Tenant Lessee purchases Landlord’s Lessor's interest in the Leased Property; and (v) 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 design, condition, quality, capacity, merchantability, habitability, durability, suitability or fitness of the Leased Property for any particular purpose, or any other matter concerning the Leased Property or any portion thereof.