Common use of Purchase Procedure Clause in Contracts

Purchase Procedure. In the event of the purchase of Lessor’s interest in the Property by Lessee (or its designee, as provided in Section 4) 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 Lessor’s interest in the Property which shall be a Rent Payment Date: (i) Lessee shall pay to Lessor, in lawful money of the United States, at Lessor’s address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available funds, the applicable purchase price or Termination Value, and all other costs due as of such Closing, including, without limitation, the applicable Make-Whole Premium; (ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed with covenants against grantor’s acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.1), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and (iii) Lessee shall comply with Section 5.01 of the Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4. (b) Lessee shall pay all costs, charges and expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel and federal, state and local taxes, except for any income taxes and as otherwise provided under Section 19.2. (c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor to do so; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,

Purchase Procedure. In the event of the purchase of Lessor’s interest in the Property by Lessee (or its designee, as provided in Section 4) 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 Lessor’s interest in the Property Property, which shall be a Rent Payment Date: (i) Lessee shall pay to Lessor, in lawful money of the United States, at Lessor’s address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available funds, the applicable purchase price or Termination Stipulated Loss Value, and all other costs due as of such Closing, including, without limitation, the any applicable Make-Whole Premium;prepayment premium; and (ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed deed with covenants against grantor’s acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.112), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and (iii) Lessee shall comply with Section 5.01 of the Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4. (b) Lessee shall pay all costs, charges and expenses of incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel and federal, state and local taxes, except for any net income taxes and taxes, if the sale is pursuant to Section 12.1, otherwise, such costs shall be as otherwise provided under Section 19.2set forth in the terms. (c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do sodo; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such a transfer of equity interests, subject to the terms hereof.

Purchase Procedure. In the event of the purchase of Lessor’s 's interest in the Property by Lessee (or its designee, as provided in Section 4) 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 Lessor’s 's interest in the Property which shall be a Rent Payment DateProperty: (i) Lessee shall pay to Lessor, in lawful money of the United States, at Lessor’s 's address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available funds, the applicable purchase price or Termination Valueprice, including all Rent and all other costs due as of such Closing, including, without limitation, the applicable Make-Whole Premium;; and (ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed deed with covenants against grantor’s 's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s 's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.112), (B) any mortgage or deed of trust encumbering the Property which are to be assumed by the terms of the Offer (unless Lessee elects to satisfy the same in accordance with the loan documents evidencing such financing, including the payment of all fees and expenses of Lessor's lender and any yield maintenance or prepayment fees), (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, {unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and. (iii) Lessee shall comply with Section 5.01 of the Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4. (b) Lessee shall pay all costs, charges and expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel premiums and federal, state and local taxes, except for any net income taxes and as otherwise provided under Section 19.2taxes. (civ) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do sodo; and (ii) the sale of the interests in Lessor ({rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Propertyproperty, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,Taxes, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such a transfer of equity interests, subject to the terms hereof.

Purchase Procedure. (a) In the event of the purchase of Lessor’s 's interest in the any Property by Lessee (or its designee, as provided in Section 4) pursuant to any provision of this Lease, the terms and conditions of this Section 22.1 Article 16 shall apply. (ab) On the closing date fixed for the purchase of Lessor’s 's interest in any or all of the Property which shall be a Rent Payment DateProperties: (i) Lessee shall pay to Lessor, in lawful money of the United StatesStates in immediately available funds, at Lessor’s 's address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available fundsthe Purchase Price pursuant to Article 27, 33 or 34 or the applicable purchase price Termination Value for such Property or Termination ValueProperties and related amounts required to be paid pursuant to Article 9, and all other costs due as paragraph (c) of such ClosingArticle 12 or paragraph (h) of Article 21, includingparagraph (c) of Article 33, without limitationor paragraph (c) of Article 34, the applicable Make-Whole Premiumwhichever is applicable; (ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed with covenants against grantor’s actsgood and sufficient special warranty deeds, assignment and/or assignments or such other instrument or instruments as may be appropriate, which shall transfer all of Lessor’s 's interest in certain or all of the PropertyProperties, as appropriate, including any rights of Lessor against any party through whom Lessor derived its title to such Properties, subject to, to (A) Permitted Liens (except for any mortgage indebtedness of Lessor if encumbrances existing on the sale is pursuant to Article 12 or Section 21.1)Property Closing Date with respect thereto, (B) Permitted Encumbrances as defined in clauses (a) through (c), and (i) of the definition thereof, (C) all liens, encumbrances, charges, exceptions and restrictions attaching to such Properties after the Property after the Closing Date which shall not have been created or caused by Lessor with respect thereto (unless, if created or caused by Lessor, consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and (iii) Lessee shall comply with Section 5.01 of the Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4. (b) Lessee shall pay all costs, charges and expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel and federal, state and local taxes, except for any income taxes and as otherwise provided under Section 19.2. (c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor to do so; and (ii) the sale of the interests in Lessor (rather other than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold Deed of Trust, the PropertyAssignment, will not decrease any rights Lessor would have had Lessor sold the Property, LC Security Documents and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,this

Purchase Procedure. In (a) If the event of Lessee shall purchase the purchase of Lessor’s 's interest in the Leased Property by Lessee (or its designee, as provided in Section 4) pursuant to any provision of this LeaseLease (other than as provided in SECTION 15.3 hereof), (i) the terms Lessee shall accept from the Lessor, and conditions the Lessor shall convey to the Lessee, a conveyance of this Section 22.1 shall apply. the Property or Properties to be purchased pursuant to the provisions of SECTION 15.1, or, in any other case, of all the Leased Property, by a duly executed and acknowledged special warranty deed in recordable form, (aii) On upon the closing date fixed for any purchase hereunder of the purchase of Lessor’s 's interest in any Property pursuant to SECTION 15.1, and in any other case, the Property which shall be a Rent Payment Date: (i) Leased Property, the Lessee shall pay to Lessor, in lawful money the order of the United States, at Lessor’s address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available funds, the applicable purchase price for the Property, or Termination Valueall the Leased Property, as the case may be, by wire transfer of federal funds and (iii) the Lessor shall convey to the Lessee the Lessor's interest in the Leased Property via the special warranty deed described above and the Lessor will execute and deliver to the Lessee such other documents as may be legally required in order to effect such conveyance, and all such other costs due documents as may be required by the escrow agent in order to close escrow and issue to the Lessee an ALTA owners title policy in respect of such ClosingProperty subject only to (A) the exceptions set forth on Schedule B of the Title Policy other than the applicable Mortgage and the Assignment of Lease and Rents, (B) such exceptions created or caused by the Lessee, or otherwise resulting from any act or failure to act by the Lessee, or consented to by the Lessee and (C) taxes and assessments not yet due and payable. (b) In the event that the Lessee exercises the Remarketing Option pursuant to SECTION 15.6 hereof and fulfills all of the conditions set forth in CLAUSES (i) through (xiii) thereof (collectively, the "Remarketing Conditions"), and if the Lessor does not reject the purchase offer for the Leased Property as provided in SECTION 15.6 (xi) hereof, then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, the Lessor shall convey to such purchaser the Lessor's interest in the Leased Property by a duly executed and acknowledged trustee's fiduciary deed in recordable form, and the 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 owners title insurance policy for each Parcel subject only to (i) the exceptions set forth on Schedule B of the Title Policy, other than the applicable Mortgage and the Assignment of Lease and Rents, (ii) such exceptions created or caused by the 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) The Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such filings as required by Applicable Law. 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 all costs incurred by the Lessor in connection therewith. In addition, all charges incident to such conveyance, including, without limitation, the Lessee's attorneys' fees, the Lessor's reasonable attorneys' fees, commissions, the Lessee's and the Lessor's escrow fees, recording fees, title insurance premiums and all applicable Make-Whole Premium;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 and paid by the Lessee. (iid) Lessor shall execute and deliver to Lessee a Special Warranty Deed with covenants against grantor’s acts, assignment and/or such other instrument Upon expiration or instruments as may be appropriate, which shall transfer termination of this Lease resulting in conveyance of the Lessor’s 's interest in the title to the Leased Property to the Lessee, there shall be no apportionment of taxes, insurance, utility charges or other charges payable with respect to the Leased Property, subject toall of such taxes, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 insurance, utility or Section 21.1), (B) all liens, encumbrances, charges, exceptions other charges due and restrictions attaching payable with respect to the Leased Property prior to termination being payable by the Lessee hereunder and all due after such time being payable by the Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions Lessee as the then in effect; and (iii) Lessee shall comply with Section 5.01 owner of the Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4Leased Property. (b) Lessee shall pay all costs, charges and expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel and federal, state and local taxes, except for any income taxes and as otherwise provided under Section 19.2. (c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor to do so; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,

Purchase Procedure. In the event of the purchase of Lessor’s 's interest in the Property by Lessee (or its designee, as provided in Section 4) 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 Lessor’s 's interest in the Property Property, which shall be a Rent Payment Date: (i) Lessee shall pay to Lessor, in lawful money of the United States, at Lessor’s 's address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available funds, the applicable purchase price or Termination Stipulated Loss Value, and all other costs due as of such Closing, including, without limitation, the any applicable Make-Whole Premium;prepayment premium; and (ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed deed with covenants against grantor’s 's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s 's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.112), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and (iii) Lessee shall comply with Section 5.01 of the Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4. (b) Lessee shall pay all costs, charges and expenses of incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees for counsel to the Servicer’s, Indenture Trustee’s and the Holders’ counsel Lender and federal, state and local taxes, except for any net income taxes and taxes, if the sale is pursuant to Section 12.1, otherwise, such costs shall be as otherwise provided under Section 19.2set forth in the Terms. (c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do sodo; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Propertyproperty, will not decrease any rights Lessor would have had Lessor sold the Propertyproperty, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such a transfer of equity interests, subject to the terms hereof.

Purchase Procedure. In the event of the purchase of Lessor’s 's interest in the Property by Lessee (or its designee, as provided in Section 4) 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 Lessor’s 's interest in the Property which shall be a Rent Payment Date: (i) Lessee shall pay to Lessor, in lawful money of the United States, at Lessor’s 's address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available funds, the applicable purchase price or Termination Value, and all other costs due as of such Closing, including, without limitation, the applicable Make-Whole Premium; (ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed with covenants against grantor’s 's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s 's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.1), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and (iii) Lessee shall comply with Section 5.01 of the Indenture if the Property is being purchased pursuant to Lessee’s 's right of first offer set forth in Article 4. (b) Lessee shall pay all costs, charges and expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s's, Indenture Trustee’s 's and the Holders’ ' counsel and federal, state and local taxes, except for any income taxes and as otherwise provided under Section 19.2. (c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor to do so; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such a transfer of equity interests, subject to the terms hereof.

Purchase Procedure. In the event of the purchase of Lessor’s 's interest in the Property by Lessee (or its designee, as provided in Section 4) pursuant to any provision of this Lease, the terms and conditions of this Section 22.1 24.01 shall apply. (a) On the closing date Closing Date fixed for the purchase of Lessor’s Lessee's interest in the Property which shall be a Rent Payment DateProperty: (i) Lessee shall pay to Lessor, in lawful money of the United States, at Lessor’s 's address hereinabove stated or at any other place in the United States which Lessor may designatedesignate (or, if assigned, to Lessor's assignee and to such account and in immediately available fundssuch manner as provided by such assignee), the applicable purchase price or Termination Value, and all other costs due as of such Closing, including, without limitation, the applicable Make-Whole Premiumprice; (ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed deed with covenants against grantor’s 's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s 's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.1)Liens, (B) all liens, encumbrances, charges, exceptions and restrictions Lessor Liens attributable to Lessor attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unlessunless consented to by Lessee), (C) all Applicable Laws, and, (D) if such purchase is pursuant to 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 (iii) 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 t▇▇ Equipment to Lessee free and clear of Lessor Lien's attributable to Head Lessor attaching to the Equipment after the Closing Date (which shall not have been created or caused by Lessor, Lessor unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances such transfer shall be "as-is," `where-is" and governmental restrictions then in effect; andthen-present physical condition. (iiiiv) Lessee Upon receipt by Lessor, Agent, each Holder and Head Lessor of all amounts due such Persons under any Operative Documents, each such Person shall comply with Section 5.01 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 Indenture if Property, all in form and substance as is reasonably acceptable to the Property is being purchased pursuant Person required to Lessee’s right of first offer set forth in Article 4execute and deliver the same. (b) Lessee shall pay all reasonable costs, charges and expenses incident to such transfer, including, without limitation, all survey costs, title report costs, recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel premiums and federal, state and local taxes, except for any taxes if applicable but excluding net income taxes and as otherwise provided under Section 19.2. (c) In except to the event Lessor and Lessee enter into a purchase agreement for extent relevant in measuring damages in the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu case of a sale Lease Event of the Property to Lessee, in the event (i) Lessee requests Lessor to do so; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,Default).

Purchase Procedure. In the event of the purchase of Lessor’s 's interest in the Property by Lessee (or its designee, as provided in Section 4) 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 Lessor’s 's interest in the Property which shall be a Rent Payment Date:Property; (ib) Lessee shall pay to Lessor, in lawful money of the United States, at Lessor’s 's address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available funds, the applicable purchase price or Termination Valueprice, including all Rent and all other costs due as of such Closing, including, without limitation, the applicable Make-Whole Premium;; and (iic) Lessor shall execute and deliver to Lessee a Special Warranty Deed deed with covenants against grantor’s 's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s 's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.112), (B) any mortgage or deed of trust encumbering the Property which are to be assumed by the terms of the Offer (unless Lessee elects to satisfy the same in accordance with the loan documents evidencing such financing, including the payment of all fees and expenses of Lessor's lender and any yield maintenance or prepayment fees), (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and (iii) Lessee shall comply with Section 5.01 of the Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4. (bd) Lessee shall pay all costs, charges and expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel premiums and federal, state and local taxes, except for any net income taxes and as otherwise provided under Section 19.2taxes. (ce) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do sodo; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Propertyproperty, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,Taxes, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such a transfer of equity interests, subject to the terms hereof.

Purchase Procedure. In the event of the purchase of the Ground Lessor’s interest in the Property by Lessee (or its designee, as provided in Section 4) 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 Ground Lessor’s interest in the Property Property, which shall be a Rent Payment Date: (i) Lessee shall pay to Ground Lessor, in lawful money of the United States, at Ground Lessor’s address hereinabove stated or at any other place in the United States which Lessor may designate, in immediately available funds, the applicable purchase price or Termination Stipulated Loss Value, and all other costs due as of such Closing, including, without limitation, the any applicable Make-Whole Premium;prepayment premium; and (ii) Lessor shall cause Ground Lessor to execute and deliver to Lessee a Special Warranty Deed deed with covenants against grantor’s acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Ground Lessor’s interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Ground Lessor if the sale is pursuant to Article 12 or Section 21.112), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by Ground Lessor (unless, if created or caused by Lessor, unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and (iii) Lessee shall comply with Section 5.01 of the Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4. (b) Lessee shall pay all costs, charges and expenses of incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel and federal, state and local taxes, except for any net income taxes and taxes, if the sale is pursuant to Section 12.1, otherwise, such costs shall be as otherwise provided under Section 19.2set forth in the terms. (c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause Ground Lessor to cause the entity that which owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do sodo; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Ground Lessor sold the Property, will not decrease any rights Lessor would have had Ground Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such a transfer of equity interests, subject to the terms hereof.