Common use of End of Term Indemnity Clause in Contracts

End of Term Indemnity. In the event that (a) Lessee elects the Sale Option; and (b) after paying to Collateral Agent or Lessor, as the case may be, for the benefit of the Participants, any amounts due under Articles XX, XXI and XXII of the Lease, the Lease Balance shall not have been reduced to zero, then Lessee shall deliver a report from neutral MAI appraiser selected by the Lessor having at least five (5) years of experience in the appraisal of commercial properties comparable to the Leased Property. The report shall be in form and substance satisfactory to the Lessor. The appraisal shall use customary and usual appraisal methods to determine the Fair Market Value of the Leased Property as of the Expiration Date (the “Expiration Date Fair Market Value”). If the appraiser concludes in his or her professional judgment that the reasons for the Expiration Date Fair Market Value of the Leased Property being less than the Fair Market Value as of the date of the Appraisal were due to any of the following events, circumstances or conditions, then Lessee shall promptly pay over to Collateral Agent or Lessor, as the case may be, any amount by which the Fair Market Value of the Leased Property as specified in the Appraisal exceeds the Expiration Date Fair Market Value to the extent attributable to any of the following events: (i) excessive use of the Leased Property; (ii) the failure to maintain the Leased Property as required by the Lease and the other Operative Documents, and in at least as good a condition as it was as of the commencement of the Term, ordinary wear and tear excepted; (iii) any Modification to or restoration or rebuilding of the Leased Property, whether or not permitted pursuant to the Operative Documents, except for Required Modifications performed in accordance with Article X of the Lease; (iv) the existence on or before the Expiration Date of any adverse environmental condition at or affecting the Leased Property; or (v) any other cause or condition within the power of Lessee or any Affiliate to control or affect, other than ordinary wear and tear.

End of Term Indemnity. In If at the event that end of the Lease Term (ai) Lessee the Lessor elects the Sale Option; option set forth in SECTION 15.6 of the Lease and (bii) after paying the Lessor receives the sales proceeds from the Leased Property under SECTION 15.6 or 15.7 of the Lease together with the Lessee's payment of the Recourse Deficiency Amount, the Lessor shall not have received the entire Lease Balance, then the Lessor or the Lender may obtain, at the Lessee's sole cost and expense, an appraisal report from the Appraiser (or if the Appraiser is not available, another appraiser reasonably satisfactory to Collateral Agent the Lessor or Lessorthe Lender, as the case may be, for the benefit of the Participants, any amounts due under Articles XX, XXI and XXII of the Lease, the Lease Balance shall not have been reduced to zero, then Lessee shall deliver a report from neutral MAI appraiser selected by the Lessor having at least five (5) years of experience in the appraisal of commercial properties comparable to the Leased Property. The report shall be in form and substance satisfactory to the Lessor. The appraisal shall use customary Lessor and usual appraisal methods the Lender to determine establish the Fair Market Value reason for any decline in value of the Leased Property as of from that anticipated for such date in the Expiration Date (appraisal delivered on the “Expiration Date Fair Market Value”)Closing Date. If The Lessee shall promptly reimburse the appraiser concludes in his or her professional judgment that the reasons Lessor for the Expiration Date Fair Market Value of amount equal to such decline in value to the extent that appraisal report delivered pursuant to the preceding sentence concludes that such decline was due to (i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace the Leased Property being less than the Fair Market Value as in a manner consistent with reasonable preservation of the date of the Appraisal were due to any of the following eventsits value, circumstances or conditions, then Lessee shall promptly pay over to Collateral Agent or Lessor, as the case may be, any amount by which the Fair Market Value of the Leased Property as specified in the Appraisal exceeds the Expiration Date Fair Market Value to the extent attributable to any of the following events: (i) excessive use of the Leased Property; (ii) the failure to maintain the Leased Property as required by the Lease and the other Operative Documentscomply with all Applicable Laws, and in at least as good a condition as it was as failure to use, workmanship, method of the commencement of the Terminstallation or removal or maintenance, ordinary wear and tear excepted; (iii) any Modification to repair, rebuilding or restoration replacement, or rebuilding of the Leased Property, whether or not permitted pursuant to the Operative Documents, except for Required Modifications performed in accordance with Article X of the Lease; (iv) the existence on or before the Expiration Date of any adverse environmental condition at or affecting the Leased Property; or (v) any other cause or condition within the reasonable power of the Lessee or any Affiliate to control or affect, other than effect resulting in the Improvements failing to constitute an office/warehouse and/or light manufacturing facility (excepting in each case ordinary wear and tear.), (ii) any Alteration made to, or any rebuilding of, the Leased Property or any part thereof by the Lessee, (iii) any restoration or rebuilding carried out by the Lessee or any condemnation of any portion of the Leased Property pursuant to ARTICLE XI of the Lease (after taking into account any Award in respect thereof) or (iv) any use of the Leased Property or any part thereof by the Lessee other than as permitted pursuant to ARTICLE XVIII

End of Term Indemnity. In the event that If (a) Lessee elects the Sale Option; Option and (b) after paying to Collateral Agent or Lessor, as the case may beAdministrative Agent, for the benefit of the Participants, any amounts due under Articles XX, XX and XXI and XXII of the Lease, the Lease Balance shall not have been reduced to zero, then Lessee shall deliver a report from neutral MAI appraiser selected by the Lessor having at least five (5) years of experience in the appraisal of commercial properties comparable promptly pay an amount equal to the Leased Property. The report shall be in form and substance satisfactory shortfall to the Lessor. The appraisal shall use customary and usual appraisal methods to determine the Fair Market Value of the Leased Property as of Administrative Agent on the Expiration Date (to the “Expiration Date Fair Market Value”). If extent that an appraisal report conforming to the appraiser concludes in his or her professional judgment requirements of this SECTION 13.3 indicates that the reasons for the Expiration Date Fair Market Value of the Leased Property being less than the Fair Market Value as of the date of the Appraisal were such shortfall is due to any of the following events, circumstances or conditions, then Lessee shall promptly pay over to Collateral Agent whether or Lessor, as not permitted under the case may be, any amount by which the Fair Market Value of the Leased Property as specified in the Appraisal exceeds the Expiration Date Fair Market Value to the extent attributable to any of the following eventsLease: (i) excessive use of the Leased Property; (ii) the failure to maintain the Leased Property as required by the Lease and the other Operative Documents, and in at least as good a condition as it was as in on the date of Completion, ordinary wear and tear excepted; (ii) the commencement carrying out of or the Termfailure to undertake any improvements or Modifications (including the Tenant Improvements) by Lessee whether or not permitted pursuant to the Operative Documents, ordinary wear and tear excepted; (iii) any Modification to or restoration or rebuilding of the Leased Property, whether or not permitted pursuant to the Operative Documents, except for Required Modifications performed in accordance with Article X of the Lease; (iv) the existence on or before the Expiration Date of any adverse environmental condition at or affecting the Leased Property, whether or not such condition existed on the Advance Date; (iv) any defect, exception, easement, restriction or other encumbrance on or title to the Leased Property within the power of Lessee to control or affect, whether or not created or existing on the Advance Date, (v) the dependence of the Leased Property on any improvement or facility not fully located on the Leased Property; (vi) any restoration or rebuilding carried out by Lessee or any sublessee; (vii) any use of the Leased Property or any part thereof by Lessee or any sublessee other than as an office building, or (vviii) the existence of the reacquisition rights and the right of first negotiation set forth in the Meridian Deed (even though such rights were in existence prior to the Document Closing Date), or (ix) any other cause or condition within the power of Lessee or any Affiliate to control or affect, other than ordinary wear and tear. For purposes of making the determination provided for in this SECTION 13.3, Lessor may request, and Lessee shall thereupon provide not less than 15 Business Days prior to the consummation of the sale of the Leased Property, at Lessee's sole cost and expense, a report from an appraiser selected by the Required Participants and reasonably approved by Lessee, in form and substance satisfactory to the Required Participants and using approved methods satisfactory to the Required Participants, concerning the extent to which the fact that the actual Fair Market Value of the Leased Property as of the Expiration Date is less than the Fair Market Value anticipated for such date in the Appraisals are due to any of the factors enumerated in the preceding sentence hereof.

End of Term Indemnity. In the event that If (a) Lessee elects the Sale Option; Option and (b) after paying to Collateral Agent or Lessor, as the case may beAdministrative Agent, for the benefit of the Participants, any amounts due under Articles XX, ARTICLES XX and XXI and XXII of the Lease, the Lease Balance shall not have been reduced to zero, then Lessee shall deliver a report from neutral MAI appraiser selected by the Lessor having at least five (5) years of experience in the appraisal of commercial properties comparable promptly pay an amount equal to the Leased Property. The report shall be in form and substance satisfactory shortfall to the Lessor. The appraisal shall use customary and usual appraisal methods to determine the Fair Market Value of the Leased Property as of Administrative Agent on the Expiration Date (to the “Expiration Date Fair Market Value”). If extent that an appraisal report conforming to the appraiser concludes in his or her professional judgment requirements of this SECTION 12.3 indicates that the reasons for the Expiration Date Fair Market Value of the Leased Property being less than the Fair Market Value as of the date of the Appraisal were such shortfall is due to any of the following events, circumstances or conditions, then Lessee shall promptly pay over to Collateral Agent whether or Lessor, as not permitted under the case may be, any amount by which the Fair Market Value of the Leased Property as specified in the Appraisal exceeds the Expiration Date Fair Market Value to the extent attributable to any of the following eventsLease: (i) excessive use of the Leased Property; (ii) the failure to maintain the Leased Property as required by the Lease and the other Operative Documents, and in at least as good a condition as it was as in on the Completion Date, ordinary wear and tear excepted; (ii) the carrying out of or the commencement of failure to undertake any improvements or Modifications (including the TermFinanced Improvements) by Lessee whether or not permitted pursuant to the Operative Documents, ordinary wear and tear excepted; (iii) any Modification change or modification to or restoration or rebuilding the Approved Plans and Specifications following the earlier of (x) the Second Document Closing Date and (y) the delivery of the Leased PropertyApproved Plans and Specifications pursuant to SECTION 6.1(o), whether or not permitted pursuant to the Operative Documents, except for Required Modifications performed in accordance with Article X of the Lease; (iv) the existence on or before the Expiration Date of any adverse environmental condition at or affecting the Leased Property, whether or not such condition existed on the initial Advance Date; (v) any defect, exception, easement, restriction or other encumbrance on or title to the Leased Property within the power of Lessee to control or affect, whether or not created or existing on the initial Advance Date, (vi) the dependence of the Leased Property on any improvement or facility not fully located on the Leased Property; (vii) any restoration or rebuilding carried out by Lessee or any sublessee; (viii) any use of the Leased Property or any part thereof by Lessee or any sublessee other than as an office building, or (vix) any other cause or condition within the power of Lessee or any Affiliate to control or affect, other than ordinary wear and tear. For purposes of making the determination provided for in this SECTION 12.3, Lessor may request, and Lessee shall thereupon provide not less than 15 Business Days prior to the consummation of the sale of the Leased Property, at Lessee's sole cost and expense, a report from an appraiser selected by the Required Participants and reasonably approved by Lessee, in form and substance satisfactory to the Required Participants and using approved methods satisfactory to the Required Participants, concerning the extent to which the fact that the actual Fair Market Value of the Leased Property as of the Expiration Date is less than the Fair Market Value anticipated for such date in the Appraisal is due to any of the factors enumerated in the preceding sentence hereof.

End of Term Indemnity. In the event that at the end of the Lease Term (ai) Lessee the Lessor elects the Sale Option; option set forth in Section 15.6 of the Lease and (bii) after paying the Lessor receives the sales proceeds from the Leased Property under Section 15.6 or 15.7 of the Lease together with the Lessee's payment of the Recourse Deficiency Amount, the Lessor shall not have received the entire Lease Balance, then the Lessor or the Lender may obtain, at the Lessee's sole cost and expense, an appraisal report from the Appraiser (or if the Appraiser is not available, another appraiser reasonably satisfactory to Collateral Agent the Lessor or Lessorthe Lender, as the case may be, for the benefit of the Participants, any amounts due under Articles XX, XXI and XXII of the Lease, the Lease Balance shall not have been reduced to zero, then Lessee shall deliver a report from neutral MAI appraiser selected by the Lessor having at least five (5) years of experience in the appraisal of commercial properties comparable to the Leased Property. The report shall be in form and substance satisfactory to the Lessor. The appraisal shall use customary Lessor and usual appraisal methods the Lender to determine establish the Fair Market Value reason for any decline in value of the Leased Property as of from that anticipated for such date in the Expiration Date (appraisal delivered on the “Expiration Date Fair Market Value”)Closing Date. If The Lessee shall promptly reimburse the appraiser concludes in his or her professional judgment that the reasons Lessor for the Expiration Date Fair Market Value of amount equal to such decline in value to the extent that appraisal report delivered pursuant to the preceding sentence concludes that such decline was due to (i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace the Leased Property being less than the Fair Market Value as in a manner consistent with reasonable preservation of the date of the Appraisal were due to any of the following eventsits value, circumstances or conditions, then Lessee shall promptly pay over to Collateral Agent or Lessor, as the case may be, any amount by which the Fair Market Value of the Leased Property as specified in the Appraisal exceeds the Expiration Date Fair Market Value to the extent attributable to any of the following events: (i) excessive use of the Leased Property; (ii) the failure to maintain the Leased Property as required by the Lease and the other Operative Documentscomply with all Applicable Laws, and in at least as good a condition as it was as failure to use, workmanship, method of the commencement of the Terminstallation or removal or maintenance, ordinary wear and tear excepted; (iii) any Modification to repair, rebuilding or restoration replacement, or rebuilding of the Leased Property, whether or not permitted pursuant to the Operative Documents, except for Required Modifications performed in accordance with Article X of the Lease; (iv) the existence on or before the Expiration Date of any adverse environmental condition at or affecting the Leased Property; or (v) any other cause or condition within the reasonable power of the Lessee or any Affiliate to control or affect, other than effect resulting in the Improvements failing to constitute an office/warehouse and/or light manufacturing facility (excepting in each case ordinary wear and tear.), (ii) any Alteration made to, or any rebuilding of, the Leased Property or any part thereof by the Lessee, (iii) any restoration or rebuilding carried out by the Lessee or any condemnation of any portion of the Leased Property pursuant to Article XI of the Lease (after taking into account any Award in respect thereof) or (iv) any use of the Leased Property or any part thereof by the Lessee other than as permitted pursuant to Article VIII