Common use of End of Term Adjustment Clause in Contracts

End of Term Adjustment. (a) The provisions of this paragraph (a) ---------------------- shall apply only if a sale of the Leased Properties to a third party pursuant to paragraph (b) of Article 28 has been consummated on or before the applicable Term Termination Date. If the Net Proceeds following a sale of the Leased Properties sold in accordance with paragraph (b) of Article 28 hereof are less than the Purchase Price for the Leased Properties on the applicable TermTermination Date as set forth in paragraph (a) of Article 28 hereof, Lessee shall, by 9:30 a.m. Eastern Time on such Term Termination Date, pay to Lessor, by wire transfer of immediately available federal funds, an amount equal to such deficiency (the Adjustment Price) plus accrued and unpaid ---------------- Basic Rent, if any, due and payable on the applicable Term Termination Date, plus any Additional Rent then due and owing to Lessor hereunder; provided, -------- however, that if all of the Limited Lessee Risk Conditions have been satisfied ------- and a certification to such effect shall have been delivered by Lessee to Lessor and the Indenture Trustee on or before 9:30 a.m. Eastern time on the Term Termination Date, the amount of the Adjustment Price payable by Lessee shall not exceed the then applicable Maximum Lessee Risk Amount; otherwise, if any Limited Lessee Risk Condition is not met, Lessee shall make the payments specified under Article 30(b). If the Net Proceeds following such a sale pursuant to paragraph (b) of Article 28 on or before the end of the Maximum Lease Term with respect to the Leased Properties exceed the Purchase Price for the Leased Properties, and if all of the Limited Lessee Risk Conditions have been satisfied and a certification to such effect shall have been delivered by Lessee to Lessor and the Indenture Trustee, and Lessee shall have paid to Lessor all amounts due and payable on or before the Term Termination Date including all Basic Rent, Additional Rent and all amounts due under paragraphs (a) or (c) of this Article 30, then Lessor shall, on the Term Termination Date, pay to Lessee by wire transfer of immediately available federal funds, an amount equal to such excess, as an adjustment to the Basic Rent payable under this Lease; provided, however, that Lessor shall have the right to offset against such adjustment payable by Lessor, any amounts then due and payable from Lessee to Lessor hereunder. (b) If this Lease expires or terminates on a Term Termination Date and a sale of the Leased Properties to Lessee pursuant to paragraph (a) of Article 28 or to a third party pursuant to paragraph (b) of Article 28 has not been consummated on or before the applicable Term Termination Date for any reason, then Lessee shall, by 9:30 a.m. Eastern Time on the applicable Term Termination Date, pay to Lessor by wire transfer of immediately available funds, an amount equal to (i) the Maximum Lessee Risk Amount, if all of the Limited Lessee Risk Conditions have been met and Lessee shall have delivered the certifications described in Article 30(a) on or before 9:30 a.m. Eastern time on such Term Termination Date, or (ii) the Termination Value, if one or more of the Limited Lessee Risk Conditions have not been met as of such Term Termination Date, plus, in either case, the Basic Rent due and payable on the Term Termination Date, plus all Additional Rent then due and owing for all of the Leased Properties. Lessee shall promptly vacate the Leased Properties and surrender them to Lessor on the Term Termination Date in accordance with the provisions of this Lease, including Article 26. Notwithstanding the termination of this Lease with respect to the Leased Properties, Lessee shall remain liable for the payment of all applicable sales, excise and other taxes imposed as a result of the sale of the Leased Properties, other than Excluded Taxes. This obligation shall survive the termination of this Lease with respect to the Leased Properties, and upon the consummation of the sale of any Leased Property at any time after the Term Termination Date, Lessee shall pay on demand, or reimburse Lessor on demand for the payment of, all such sales, excise and other taxes applicable to such Leased Property. In the event of any such sale of any Leased Property at any time after the Term Termination Date with respect thereto, Lessor shall retain the full proceeds of such sale. (c) In the event that the Term Termination Date occurs prior to the last day of the Maximum Lease Term, Lessee shall pay to Lessor by 9:30 a.m. Eastern Time on such Term Termination Date, in addition to any Adjustment Price, Termination Value or Maximum Lessee Risk Amount then payable pursuant to paragraph (a) or paragraph (b) of this Article 30 and all other obligations hereunder, an amount equal to the Reinvestment Premium. (d) The provisions of Articles 28 and 30 are of the essence of this Lease, and time is of the essence for payment and performance of the obligations of Lessee set forth therein.

End of Term Adjustment. (a) The provisions of this paragraph (a) ---------------------- shall apply only if a sale of the Leased Properties to a third party pursuant to paragraph (b) of Article 28 27 has been consummated on or before the applicable Term Termination Date. If the Net Proceeds following a sale of the Leased Properties Properties, sold in accordance with paragraph (b) of Article 28 27 hereof are less than the Purchase Price sum of the Termination Values for all of the Leased Properties on the applicable TermTermination Term Termination Date as set forth in paragraph (a) of Article 28 27 hereof, Lessee shall, by 9:30 a.m. Eastern Time on such the Term Termination Date, pay to Lessor, as an adjustment to the Basic Rent payable under this Lease and allocable to the Properties, by wire transfer of immediately available federal funds, an amount equal to such deficiency (the Adjustment Price) plus accrued and unpaid ---------------- Basic Rent, if any, due and payable on the applicable Term Termination Date, plus any Additional Rent Obligations then due and owing to Lessor hereunder; provided, -------- however, that if all of the Limited Lessee Risk Conditions have been satisfied ------- and a certification as to such effect shall have been delivered by Lessee to Lessor and all of the Indenture Trustee on or before 9:30 a.m. Eastern time Properties on the Term Termination Date, the amount of the Adjustment Price payable by Lessee shall not exceed the then applicable Maximum Lessee Risk AmountAmount for all Properties; otherwise, if any Limited Lessee Risk Condition is not metsatisfied as to any Property, Lessee shall make the payments specified under Article 30(b29(b)(ii). If the aggregate Net Proceeds following such a sale pursuant to paragraph (b) of Article 28 27 on or before the end Term Termination Date exceed the sum of the Maximum Lease Term with respect to the Leased Properties exceed the Purchase Price Termination Values for the Leased Properties, and if all of the Limited Lessee Risk Conditions have been satisfied and a certification to such effect shall have been delivered by Lessee to Lessor and the Indenture Trustee, and Lessee shall have paid to Lessor all amounts due and payable on or before the Term Termination Date Date, including all Basic Rent, Additional Rent Obligations and all other amounts then due under paragraphs (a) or (c) of this Article 30and payable hereunder, then Lessor shall, on the Term Termination Date, pay to Lessee by wire transfer of immediately available federal funds, an amount equal to such excess, as an adjustment to the Basic Rent payable under this Lease; provided, however, that Lessor shall have the right to offset against such adjustment payable by Lessor, Lessor any amounts then due and payable from Lessee to Lessor hereunder. (b) If this Lease expires or terminates on a the Term Termination Date and a sale of the Leased Properties to Lessee pursuant to paragraph (a) of Article 28 27 or to a third party pursuant to paragraph (b) of Article 28 27 has not been consummated on or before the applicable Term Termination Date for any reason, then Lessee shall, by 9:30 a.m. Eastern Time on the applicable Term Termination Date, pay to Lessor by wire transfer of immediately available funds, an amount equal to (i) the Maximum Lessee Risk AmountAmount for all of the Properties, if all of the Limited Lessee Risk Conditions have been met and Lessee shall have delivered the certifications described in Article 30(a) on or before 9:30 a.m. Eastern time on such Term Termination Datesatisfied, or (ii) the Termination ValueValue for all of the Properties, if one or more any of the Limited Lessee Risk Conditions for any Property have not been met satisfied as of such Term Termination Date, plus, in either case, the Basic Rent due and payable on the Term Termination Date, plus all Additional Rent Obligations then due and owing for all of the Leased Properties. Lessee shall promptly vacate the Leased Properties and surrender them to Lessor on the Term Termination Date in accordance with the provisions of this Lease, including Article 2625. Notwithstanding the termination of this Lease with respect to the Leased Properties, Lessee shall remain liable for the payment of all applicable sales, excise and other taxes imposed as a result of the sale of the Leased Properties, other than Excluded Taxes. This obligation shall survive the termination of this Lease with respect to the Leased PropertiesProperties and, and upon the consummation of the sale of any Leased Property at any time after the Term Termination Date, Lessee shall pay on demand, or reimburse Lessor on demand for the payment of, all such sales, excise and other taxes applicable to such Leased Property. In the event of any such sale of any Leased Property at any time after the Term Termination Date with respect theretoDate, Lessor shall retain the full proceeds of such sale. (c) In the event that the Term Termination Date occurs prior to the last day of the Maximum Lease Term, Lessee shall pay to Lessor by 9:30 a.m. Eastern Time on such Term Termination Date, in addition to any Adjustment Price, Termination Value or Maximum Lessee Risk Amount then payable pursuant to paragraph (a) or paragraph (b) of this Article 30 and all other obligations hereunder, an amount equal to the Reinvestment Premium. (d) The provisions of Articles 28 27 and 30 29 are of the essence of this Lease, and time is of the essence for payment and performance of the obligations of Lessee set forth therein.

End of Term Adjustment. (a) The provisions of this paragraph (aThis Section 31(a) ---------------------- shall apply only if a sale of the Leased Properties to a third party pursuant to paragraph (b) of Article 28 Property has been consummated on or before prior to the applicable Term Termination DateDate pursuant to Section 30(b) hereof. If the Net Proceeds following a sale of Sale of the Leased Properties sold in accordance with paragraph (b) of Article 28 hereof Property from a sale to a third party are less than the Purchase Price for of the Leased Properties on the applicable TermTermination Date Property as set forth in paragraph (a) of Article 28 hereofsuch Termination Date, Lessee shall, by 9:30 a.m. Eastern Time on such Term the Termination Date, pay to LessorOwner as an End of Term Adjustment, by wire transfer of in immediately available federal funds, an amount equal to such deficiency (a "Deficiency") as an adjustment to the Adjustment Price) plus accrued and unpaid ---------------- Basic Rent, if any, due and Rent payable on the applicable Term Termination Date, plus any Additional Rent then due and owing to Lessor hereunderunder this Lease; provided, -------- however, that if all of the Limited Lessee Risk Conditions have -------- ------- been satisfied ------- and a certification to such effect shall have been delivered by Lessee to Lessor and the Indenture Trustee on or before 9:30 a.m. Eastern time on the Term Termination Datemet, the amount of the Adjustment Price Deficiency payable by Lessee with respect to the Leased Property shall not exceed the then applicable Maximum Lessee Risk Amount; otherwise, if any Limited Lessee Risk Condition is not met, Lessee shall make the payments specified under Article 30(b)Amount then applicable. If the Net Proceeds following of Sale of the Leased Property exceed the Purchase Price, Owner shall pay to Lessee an amount equal to such excess as an adjustment to the Rent paid or payable under this Lease; provided, however, that Owner shall have -------- ------- the right to offset against such adjustment payable by Owner, any other amounts then due and payable from Lessee to Owner hereunder or under any other agreements between Owner and Lessee. Lessee shall also pay to Owner on the Termination Date the Base Rental due and payable for the Leased Property on the Termination Date, plus all Additional Rental then due and owing to Owner. Owner's obligation to sell (or cause to be sold) the Leased Property to a sale third party under Section 30 is contingent upon the receipt of the amounts, if any, payable by Lessee pursuant to paragraph this Section 31(a) and Section 31(c). (b) of Article 28 on or before If upon the end expiration of the Maximum Basic Lease Term with respect to or any Extension Lease Term or upon any Termination Date, (x) Lessee does not purchase the Leased Properties exceed Property pursuant to Section 29 hereof or under Sections 16 or 24, if applicable, (y) a third party sale is not consummated in accordance with Section 30 hereof, or (z) the Purchase Price for Lessee does not extend the Leased PropertiesTerm of the Lease by an Extension Term pursuant to Section 29(a) hereof, and then Lessee shall, on the Termination Date, pay to Owner as an End of Term Adjustment, an amount equal to one of the following amounts: (i) the Maximum Lessee Risk Amount then applicable if all of the Limited Lessee Risk Conditions have been satisfied and a certification to such effect shall have been delivered by Lessee to Lessor and the Indenture Trusteemet, and Lessee shall have paid to Lessor all amounts due and payable on or before the Term Termination Date including all Basic Rent, Additional Rent and all amounts due under paragraphs (a) or (c) of this Article 30, then Lessor shall, on the Term Termination Date, pay to Lessee by wire transfer of immediately available federal funds, an amount equal to such excess, as an adjustment to the Basic Rent payable under this Lease; provided, however, that Lessor shall have the right to offset against such adjustment payable by Lessor, any amounts then due and payable from Lessee to Lessor hereunder. (b) If this Lease expires or terminates on a Term Termination Date and a sale of the Leased Properties to Lessee pursuant to paragraph (a) of Article 28 or to a third party pursuant to paragraph (b) of Article 28 has not been consummated on or before the applicable Term Termination Date for any reason, then Lessee shall, by 9:30 a.m. Eastern Time on the applicable Term Termination Date, pay to Lessor by wire transfer of immediately available funds, an amount equal to (iii) the Maximum Lessee Risk AmountPurchase Price, if all of the Limited Lessee Risk Conditions have been met and Lessee shall have delivered the certifications described in Article 30(a) on or before 9:30 a.m. Eastern time on such Term Termination Date, or (ii) the Termination Value, if one or more of the Limited Lessee Risk Conditions have not been met as of such Term Termination Datemet, plus, in either case, the Basic Rent Base Rental due and payable on the Term Termination Date, plus all Additional Rent Rental then due and owing for all to Owner. The total selling price realized from any sale of the Leased Properties. Lessee shall promptly vacate Property after the Leased Properties and surrender them to Lessor on the Term Termination Date in accordance with the provisions of this Lease, including Article 26shall be retained by Owner. Notwithstanding the termination of this Lease with respect to the Leased Properties, Lessee shall remain liable for the payment of, and upon the consummation by Owner of the sale of the Leased Property after the Termination Date, Lessee shall pay or reimburse Owner for the payment of, all applicable sales, excise and excise, transfer, recording or other taxes imposed as a result of such sale, and fees and all expenses incurred by Owner as a result of such sale, including, without limitation, expenses incurred in titling and registering the conveyance of Owner's title to the Leased Property, title insurance fees and expenses and reasonable fees and expenses of counsel, but the Lessee shall not be required to pay or reimburse Owner for any tax based upon or measured solely by Owner's or SELCO's gross, net or taxable income realized upon such sale or any taxes payable in the nature of capital gains, unless any such tax is in lieu of or a substitute for any sales, excise, transfer or recording taxes imposed as a result of a sale of the Leased Property. (c) [omitted] (d) All amounts received by Owner upon the sale of the Leased Properties, other than Excluded Taxes. This obligation shall survive the termination of this Lease with respect to the Leased Properties, and upon the consummation Property or as payment of the sale Purchase Price, End of any Leased Property at any time after Term Adjustment or Termination Value shall be first applied to pay the Term Termination Date, Lessee shall pay on demand, or reimburse Lessor on demand for the payment of, all such sales, excise and other taxes applicable to such Leased Property. In the event of any such sale of any Leased Property at any time after the Term Termination Date with respect thereto, Lessor shall retain the Senior Loan in full proceeds of such sale. (c) In the event that the Term Termination Date occurs prior to the last day applying such amounts to payment of the Maximum Lease Term, Lessee shall pay to Lessor by 9:30 a.m. Eastern Time on such Term Termination Date, in addition to any Adjustment Price, Termination Value or Maximum Lessee Risk Amount then payable pursuant to paragraph (a) or paragraph (b) of this Article 30 and all other obligations hereunder, an amount equal to the Reinvestment PremiumOwner's Equity. (d) The provisions of Articles 28 and 30 are of the essence of this Lease, and time is of the essence for payment and performance of the obligations of Lessee set forth therein.

End of Term Adjustment. (a) The provisions of this paragraph (aThis Subparagraph 3.03(a) ---------------------- shall apply only if a sale of the Leased Properties Property has been sold to a third party Designated Purchaser on the Expiration Date pursuant to paragraph (b) of Article 28 has been consummated on or before the applicable Term Termination DateParagraph 3.02 hereof. If the Net Proceeds following of Sale of the Property from a sale of the Leased Properties sold in accordance with paragraph (b) of Article 28 hereof to a Designated Purchaser are less than the Purchase Price for the Leased Properties Outstanding Lease Amount on the applicable TermTermination Date as set forth in paragraph (a) date of Article 28 hereofthe sale, Lessee shall, by 9:30 a.m. Eastern Time on such Term Termination the Expiration Date, pay to Lessor, by wire transfer of in immediately available federal funds, an amount equal to such deficiency (a "Deficiency"); provided, however, that the Adjustment Priceamount of the Deficiency to be paid by Lessee with respect to the Property shall not exceed the following sum: (i) plus accrued and unpaid ---------------- Basic RentAn amount (the "Residual Value Guaranty Amount") equal to the total Tranche A Proportionate Share of the Outstanding Lease Amount on such date; plus (ii) An amount (the "Indemnity Amount") equal to the decrease, if any, due between the Commencement Date and payable on the applicable Term Termination Date, plus any Additional Rent then due and owing to Lessor hereunder; provided, -------- however, that if all Expiration Date in the fair market value of the Limited Property caused by (A) any representation or warranty of Lessee Risk Conditions have been satisfied ------- and a certification or any of its Affiliates regarding the Property set forth in any of the Operative Documents proving to such effect shall have been delivered by be false or inaccurate when made, (B) the existence of, or the failure of Lessee to Lessor and pay any Governmental Charge, Indebtedness or other obligation which might give rise to, any Liens in the Indenture Trustee on or before 9:30 a.m. Eastern time on Property (other than Permitted Property Liens), (C) the Term Termination Datefailure of Lessee to complete any Modifications, (D) the amount impairment of the Adjustment Price payable by value, utility or useful life of the Property or any part thereof in connection with Modifications, (E) the failure of Lessee shall not exceed to comply with the then applicable Maximum Lease Agreement in removing any of the Property or in removing or failing to remove any Lessee Risk AmountProperty; otherwise, if or (F) any Limited other failure of Lessee Risk Condition is not met, Lessee shall make to comply with any of its obligations regarding the payments specified under Article 30(b)Property set forth in any of the Operative Documents. If the Net Proceeds following such a sale pursuant to paragraph (b) of Article 28 on or before the end Sale of the Maximum Lease Term with respect to the Leased Properties Property exceed the Purchase Price for the Leased Properties, and if all of the Limited Lessee Risk Conditions have been satisfied and a certification to such effect shall have been delivered by Lessee to Lessor and the Indenture Trustee, and Lessee shall have paid to Lessor all amounts due and payable on or before the Term Termination Date including all Basic Rent, Additional Rent and all amounts due under paragraphs (a) or (c) of this Article 30, then Lessor shall, Outstanding Lease Amount on the Term Termination Datedate of such sale, Lessor shall pay to Lessee by wire transfer of immediately available federal funds, an amount equal to such excess. Lessor's obligation to sell (or cause to be sold) the Property to a Designated Purchaser in accordance with Paragraph 3.02 hereof is contingent upon the receipt of the amounts, as an adjustment to the Basic Rent payable under this Lease; providedif any, however, that Lessor shall have the right to offset against such adjustment payable by Lessor, any amounts then due and payable from Lessee pursuant to Lessor hereunderthis Subparagraph 3.03 (a). (b) If this Lease expires or terminates on a Term Termination Date and a sale of the Leased Properties to Lessee pursuant to paragraph (a) of Article 28 or to a third party pursuant to paragraph (b) of Article 28 has not been consummated on or before the applicable Term Termination Date for any reasonIf, then Lessee shall, by 9:30 a.m. Eastern Time on the applicable Term Termination Expiration Date, pay to Lessor by wire transfer of immediately available funds, an amount equal to either (i) Lessee or an Assignee Purchaser does not purchase the Maximum Lessee Risk Amount, if all of the Limited Lessee Risk Conditions have been met and Lessee shall have delivered the certifications described in Article 30(aProperty pursuant to Subparagraph 3.01(b) on or before 9:30 a.m. Eastern time on such Term Termination Datehereof, or (ii) a Designated Purchaser does not purchase the Termination Value, if one or more of the Limited Lessee Risk Conditions have not been met as of such Term Termination Date, plus, in either case, the Basic Rent due and payable on the Term Termination Date, plus all Additional Rent then due and owing for all of the Leased Properties. Lessee shall promptly vacate the Leased Properties and surrender them to Lessor on the Term Termination Date Property in accordance with the provisions of this Lease, including Article 26. Notwithstanding the termination of this Lease with respect to the Leased Properties, Lessee shall remain liable for the payment of all applicable sales, excise and other taxes imposed as a result of the sale of the Leased Properties, other than Excluded Taxes. This obligation shall survive the termination of this Lease with respect to the Leased Properties, and upon the consummation of the sale of any Leased Property at any time after the Term Termination Date, Lessee shall pay on demand, or reimburse Lessor on demand for the payment of, all such sales, excise and other taxes applicable to such Leased Property. In the event of any such sale of any Leased Property at any time after the Term Termination Date with respect thereto, Lessor shall retain the full proceeds of such sale. (c) In the event that the Term Termination Date occurs prior to the last day of the Maximum Lease Term, Lessee shall pay to Lessor by 9:30 a.m. Eastern Time on such Term Termination Date, in addition to any Adjustment Price, Termination Value or Maximum Lessee Risk Amount then payable pursuant to paragraph (a) or paragraph (b) of this Article 30 and all other obligations hereunder, an amount equal to the Reinvestment Premium. (d) The provisions of Articles 28 and 30 are of the essence of this Lease, and time is of the essence for payment and performance of the obligations of Lessee set forth therein.Paragraph 3.02 hereof,

End of Term Adjustment. (a) The provisions of this paragraph (a) ---------------------- shall apply only if a sale of the Leased Properties Property to a third party pursuant to paragraph (b) of Article 28 has been consummated on or before the applicable Term Termination Mandatory Sale Date. If the Net Proceeds following a sale of the Leased Properties Property sold in accordance with paragraph (b) of Article 28 hereof are less than the Purchase Price for the Leased Properties Property on the applicable TermTermination Mandatory Sale Date as set forth in paragraph (a) of Article 28 hereof, Lessee shall, by 9:30 a.m. Eastern Time on such Term Termination Mandatory Sale Date, pay to Lessor, as an adjustment to the Basic Rent payable under this Lease, by wire transfer of immediately available federal funds, an amount equal to such deficiency (the Adjustment Price) plus accrued and unpaid ---------------- Basic Rent); PROVIDED, if any, due and payable on the applicable Term Termination Date, plus any Additional Rent then due and owing to Lessor hereunder; provided, -------- howeverHOWEVER, that if all of the Limited Lessee Risk Conditions (as hereinafter defined) have been satisfied ------- and a certification to such effect shall have been delivered by Lessee to Lessor and the Indenture Trustee on or before 9:30 a.m. Eastern time on the Term Termination Datesatisfied, the amount of the Adjustment Price payable by Lessee shall not exceed the sum of (i) then applicable Maximum Lessee Risk Amount; otherwiseAmount plus (ii) all accrued and unpaid Basic Rent (other than Basic Rent capitalized during the Construction Term) and Additional Rent payable hereunder. Otherwise, if any Limited Lessee Risk Condition is not met, Lessee shall make the payments specified under Article 30(b30(b)(ii). If the Net Proceeds following such a sale pursuant to paragraph (b) of Article 28 on or before the end of the Maximum Lease Term with respect to the Leased Properties Mandatory Sale Date exceed the Purchase Price for the Leased Properties, Property and if all of the Limited Lessee Risk Conditions have been satisfied and a certification to such effect Lessor shall have been delivered by Lessee to Lessor and the Indenture Trustee, and Lessee shall have paid to Lessor all amounts due and payable on or before the Term Termination Date including all Basic Rent, Additional Rent and all amounts due under paragraphs (a) or (c) of this Article 30received such amount, then Lessor shall, on the Term Termination Mandatory Sale Date, pay to Lessee by wire transfer of immediately available federal funds, an amount equal to such excess, as an adjustment to the Basic Rent payable under this Lease; provided, however, that Lessor shall have the right to offset against such adjustment payable by Lessor, any amounts then due and payable from Lessee to Lessor hereunder. (b) If this Lease expires or terminates on a Term Termination Mandatory Sale Date and a sale of the Leased Properties Property to Lessee pursuant to paragraph (a) of Article 28 or to a third party pursuant to paragraph (b) of Article 28 has not been consummated on or before the applicable Term Termination Date for any reason, then Lessee shall, by 9:30 a.m. Eastern Time on the applicable Term Termination Mandatory Sale Date, pay to Lessor by wire transfer of immediately available funds, an amount equal to (i) the Maximum Lessee Risk Amount, if all of the Limited Lessee Risk Conditions have been met and Lessee shall have delivered the certifications described in Article 30(a) on or before 9:30 a.m. Eastern time on as of such Term Termination Date, or (ii) the Termination Value, if one or more of the Limited Lessee Risk Conditions have not been met as of such Term Termination Date, plus, in either casethe case of the preceding clause (i), the Basic Rent (but not the Additional Installment of Basic Rent) due and payable on the Term Termination Date, plus all Additional Rent then due and owing for all of the Leased PropertiesProperty. Lessee shall promptly vacate the Leased Properties Property and surrender them it to Lessor on the Term Termination Mandatory Sale Date in accordance with the provisions of this Lease, including Article 26. Notwithstanding the termination of this Lease with respect to the Leased PropertiesProperty, Lessee shall remain liable for the payment of all applicable sales, excise and other taxes imposed as a result of the sale of the Leased PropertiesProperty, other than Excluded Taxes. This obligation shall survive the termination of this Lease with respect to the Leased PropertiesProperty, and upon the consummation of the sale of any the Leased Property at any time after the Term Termination Mandatory Sale Date, Lessee shall pay on demand, or reimburse Lessor on demand for the payment of, all such sales, excise and other taxes applicable to such Leased Propertytaxes. In the event of any such sale of any the Leased Property at any time after the Term Termination Mandatory Sale Date with respect thereto, Lessor shall retain the full proceeds of such sale. (c) In the event that the Term Termination Date occurs prior to the last day of the Maximum Lease Term, Lessee shall pay to Lessor by 9:30 a.m. Eastern Time on such Term Termination Date, in addition to any Adjustment Price, Termination Value or Maximum Lessee Risk Amount then payable pursuant to paragraph (a) or paragraph (b) of this Article 30 and all other obligations hereunder, an amount equal to the Reinvestment Premium. (d) The provisions of Articles 28 and 30 are of the essence of this Lease, and time is of the essence for payment and performance of the obligations of Lessee set forth therein.