Common use of Failure to Sell Leased Property Clause in Contracts

Failure to Sell Leased Property. (a) If the Leased Property shall not have been sold on or prior to the Return Date, in accordance with and subject to the provisions of this Article XXII, then the Lessee and the Lessor hereby agree as follows: (i) the Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially reasonable efforts as non-exclusive agent for the Lessor to sell the Leased Property in accordance with Sections 22.1 and 22.2 for the period (the “Extended Remarketing Period”) commencing on the Return Date, and ending on the earliest of (w) the date occurring twenty-fourth (24th) months following the Return Date, (x) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 or such earlier date as the Lessor has received payment in full of the Break Even Amount, (y) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Lease, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii) and the date such termination shall be effective, and (z) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(z) shall indicate that it is being made pursuant to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (b) Following the expiration of the Extended Remarketing Period (or, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Property. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If the Lessee returns the Leased Property to the Lessor in accordance with this Section 22.4 and, following the expiration of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof). (e) the Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXII), whether occurring prior to, on or after the Return Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee for damages. (f) To the greatest extent permitted by Applicable Law, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date or the expiration of the Extended Remarketing Period, as applicable, to market the Leased Property and the Lessor’s other interest in and to the Leased Property at all or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees that if the Lessee shall elect or shall be deemed to have elected the Return Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).

Failure to Sell Leased Property. (a) If the Leased Property shall not have been sold on or prior to the Return Date, in accordance with and subject to the provisions of this Article XXII, then the Lessee and the Lessor hereby agree as follows: (i) the Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially reasonable efforts as non-exclusive agent for the Lessor to sell the Leased Property in accordance with Sections 22.1 and 22.2 for the period (the “Extended Remarketing Period”) commencing on the Return Date, and ending on the earliest of (w) the date occurring twenty-fourth (24th) months following the Return Date, (x) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 or such earlier date as the Lessor has received payment in full of the Break Even Amount, (y) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Lease, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii) and the date such termination shall be effective, and (z) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(z) shall indicate that it is being made pursuant to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (b) Following the expiration of the Extended Remarketing Period (or, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Property. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even PricePrice (Land) and Break Even Price (Improvements), as allocated using a Valuation Procedure, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If the Lessee returns the Leased Property to the Lessor in accordance with this Section 22.4 and, following the expiration of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof). (e) the Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXII), whether occurring prior to, on or after the Return Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee for damages. (f) To the greatest extent permitted by Applicable Law, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date or the expiration of the Extended Remarketing Period, as applicable, to market the Leased Property and the Lessor’s other interest in and to the Leased Property at all or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees that if the Lessee shall elect or shall be deemed to have elected the Return Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).

Failure to Sell Leased Property. (a) If Lessee shall exercise the Sale Option and shall fail to sell the Leased Property shall not have been sold on or prior to the Return Date, Expiration Date in accordance with and subject to the provisions of this Article XXIISection 20.1, then the Lessee and the Lessor hereby agree as follows: (ia) the Lessee shall pay or shall cause continue to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using use commercially reasonable efforts as non-exclusive agent for the Lessor to sell the Leased Property on behalf of Lessor in accordance with Sections 22.1 and 22.2 this Article XX for the period (the “Extended Remarketing Period”) commencing on the Return Date, Expiration Date and ending on the earliest earlier of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XX or such earlier date as the Lessor has received payment in full of the Break Even Amount, Lease Balance and all accrued and unpaid Rent and (yii) the delivery of a written notice no earlier than six (6) months after the Expiration Date from the Lessor to the Lessee at any time terminating this Leasethe Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii20.3(a)(ii) and the date such termination shall be effective. Without limiting the foregoing, and all of the provisions of Section 20.1 (zexcluding subsection (j) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(zthereof) shall indicate that it is being made pursuant be applicable to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2, and any sale during such period. Lessor’s appointment of Lessee as Lessor’s nonexclusive agent to use commercially reasonable efforts to obtain the Lessee highest all‑cash price for the purchase of the Leased Property shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the restrict Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of market or lease the Leased Property, to retain one or more sales agents or brokers at Lessee’s failure sole cost and expense, Lessor to comply with submit or cause to be submitted bids for the requirements set forth herein including pursuant to Article XVII or Leased Property in the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreementmanner contemplated by Section 20.1. (b) Following On the expiration of the Extended Remarketing Period (orExpiration Date, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Property. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value return possession of the Leased Property exceeds to Lessor in the remaining Break Even Pricecondition required by this Lease. Thereafter, less except with respect to any Force Majeure Losses obligations (including, but not limited to, Supplemental Rent) of Lessee pursuant to Article XIII of the lower Participation Agreement and for other obligations of (A) and (B) being Lessee under the “Operative Documents, which, in each case, pursuant to their respective terms survive, Lessee shall have no further obligation to pay Rent under this Lease. Following the Expiration True-Up”). (c) The Date, Lessor may shall be free to sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If Following the Lessee returns Expiration Date, Lessor shall have the right to enter into leases for the Leased Property at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to the Lessor in accordance with this Section 22.4 and, following reduction of the expiration Lease Balance. The proceeds of such sale or lease during the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds Period shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions 5.3 of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the LesseeParticipation Agreement. (dc) The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof). (e) the Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXIIXX), whether occurring prior to, to or on or after the Return Expiration Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee for damages. (fd) To Subject to the express provisions hereof, to the greatest extent permitted by Applicable Lawlaw, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date during or the expiration of following the Extended Remarketing Period, as applicable, Period to market sell the Leased Property and the Lessor’s other interest in and to the Leased Property at all a timely manner or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees agreeing that if the Lessee shall elect or shall be deemed to have elected the Return Sale Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, Expiration Date and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 20.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).

Failure to Sell Leased Property. (a) ​ If the Leased Property shall not have been sold on or prior to the Return Date, in accordance with and subject to the provisions of this Article XXII, then the Lessee and the Lessor hereby agree as follows: (ia) the The Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, Lessor on the Return Date, in addition to the Sale Proceeds, Date an amount equal to the Return Price Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price Lease Balance and, in the case where the Break Even Price Lease Balance is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and 23.11 whereupon this Lease shall terminate except for such provisions which expressly survive such a termination. ​ (iib) To the extent that the Lessor has required the Lessee to remarket the Leased Property, at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially reasonable efforts as non-exclusive agent for the Lessor to sell the Leased Property in accordance with Sections 22.1 and 22.2 this Article XXII for the period (the “Extended Remarketing Period”) commencing on the Return Date, Date and ending on the earliest of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XXII or such earlier date as the Lessor has received payment in full of the Break Even AmountLease Balance and all accrued and unpaid Rent, (yii) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Lease, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii22.4(b)(ii) and the date such termination shall be effective, and (ziii) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period; and (iv) the end of the twelfth month following the Return Date. The notice given by the Lessee pursuant to this Section 22.4(a)(ii)(z22.4(b)(iii) shall indicate that it is being made pursuant to this Section 22.4(a)(ii)(z22.4(b)(iii) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective termination date occur prior to the twenty-fourth ninth (24th9th) month ​ ​ ​ ​ following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2this Article XXII, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) 22.4 shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including including, without limitation, pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement.. ​ (bc) Following the expiration of the Extended Remarketing Period (or, if not so extended elected by the Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor may sell the Leased Property and require that the Lessee will use commercially reasonable efforts (pursuant to agree upon documents reasonably acceptable to the Fair Market Value Lessee and the purchaser of the Leased Property. If ) (1) (x) grant a Third Party Ground Lease and grant the Lessor and Lessee are unable Additional Easement, (y) consent to agree upon the Fair Market Value Lessor’s assignment of the Leased Property, Lessor shall order a valuation rights of the Fair Market Value Lessor, as lessee under the Ground Lease, or (z) consent to Lessor’s lease of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate appropriate, and (2) facilitate the transfers of the ownership, leasing and operation of the Leased Property to Lessor or any third party designated by the Lessor including providing all books, reports and records regarding the maintenance, repair and ownership of the Leased Property, granting or assigning all licenses necessary for the operation of the Leased Property and cooperating in seeking and obtaining all necessary Governmental Actions and otherwise doing all things reasonably necessary to convey and deliver possession of the Leased Property to any such Person in order to maximize the Lessor’s opportunity to recover the Lease Balance. If Balance and the Lessor shall not have any obligation to account to the Lessee returns for, and the Lessor shall be entitled to retain, any Sale Proceeds or other amounts recovered from the sale or other disposition or lease of the Leased Property to following such termination (whether or not in the Lessor in accordance with this Section 22.4 and, following the expiration excess of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursedLease Balance); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) . The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property therein shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or Property, to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof)., or the right of any Participant to submit or cause to be submitted bids for the Leased Property and the Lessor’s other interest in and to the Leased Property in the manner contemplated by Section 22.1. Upon such sale, assignment and transfer of the Leased Property, the Lessee’s possession under this Lease shall terminate; provided that any provisions hereof that expressly survive the expiration or other termination of this Lease shall survive such termination. ​ (ed) the The Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXII), whether occurring prior to, on or after the Return Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee for damages. (fe) To the greatest extent permitted by Applicable Lawlaw, the Lessee hereby unconditionally and irrevocably waiveswaives any right, and releases the Lessor fromfrom any related obligation, any right to require the ​ ​ ​ ​ Lessor at any time prior to the Return Date or the expiration last day of the Extended Remarketing Period, as applicable, to market the Leased Property and the Lessor’s other interest in and to the Leased Property at all or for any minimum purchase price or on any particular terms and conditions, the . The Lessee hereby agrees that if the Lessee shall elect or shall be deemed to have elected the Return Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).

Failure to Sell Leased Property. (a) If Lessee shall exercise the Sale Option and shall fail to sell the Leased Property shall not have been sold on or prior to the Return Date, Expiration Date in accordance with and subject to the provisions of this Article XXIISection 20.1, then the Lessee and the Lessor hereby agree as follows: (ia) the Lessee shall pay or shall cause continue to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially use reasonable commercial efforts as non-exclusive agent for the Lessor to sell the Leased Property on behalf of Lessor in accordance with Sections 22.1 and 22.2 this Article XX for the period (the “Extended Remarketing Period”"EXTENDED REMARKETING PERIOD") commencing on the Return Date, Lease Expiration Date and ending on the earliest earlier of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XX or such earlier date as the Lessor has received payment in full of the Break Even Amount, Lease Balance and all accrued and unpaid Rent and (yii) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Leasethe Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii20.3(a)(ii) and the date such termination shall be effective, and (z) which date shall be the delivery of a written Expiration Date if such notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice is given by the Lessee pursuant to Section 22.4(a)(ii)(z) shall indicate that it is being made pursuant to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Expiration Date. On Without limiting the last day foregoing, each of the Extended Remarketing Period, if the Leased Property has not been sold during Subsections at Section 20.1 (excluding subsection (j) thereof) shall be applicable to the Extended Remarketing Period in accordance with Section 22.2, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (b) Following the expiration of the Extended Remarketing Period (or, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Propertyduring such period. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If the Lessee returns the Leased Property to the Lessor in accordance with this Section 22.4 and, following the expiration of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) The Lessor’s 's appointment of the Lessee as the Lessor’s non-exclusive 's nonexclusive agent to use commercially its reasonable commercial efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s 's right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or Property, to retain one or more sales agents or brokers (with at Lessee's sole cost and expense, provided that an Event of Default has not occurred and is continuing, subject to Lessee's reasonable approval not to be unreasonably withheld or the costs and expenses thereof being paid out right of any Participant to submit or cause to be submitted bids for the Sale Proceeds, as provided Leased Property in Sections 22.1(a) and 22.3(a) hereof)the manner contemplated by Section 20.1. (eb) On the Expiration Date, Lessee shall return possession of the Leased Property to Lessor in the condition required by this Lease (including each of the requirements and conditions set forth at Section 20.1(b) and Section 20.1(d)). Thereafter, this Lease shall terminate except as provided herein, Lessee shall have no further obligation to pay Basic Rent. Following the Expiration Date, Lessor shall be free to sell or lease the Leased Property to any party at such reasonable times and for such amounts as Lessor deems commercially reasonable and appropriate in order to maximize Lessor's opportunity to recover the Lease Balance. Following the Expiration Date, Lessor shall have the right to enter into leases for the Leased Property at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to Lessor in reduction of the Lease Balance. (c) Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s 's breach of any provisions of this Lease (including this Article XXIIXX), whether occurring prior to, to or on or after the Return Expiration Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the sue Lessee for damages. (fd) To the greatest grexxxst extent permitted by Applicable LawLaws and subject to Section 20.3(e) below, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date during or the expiration of following the Extended Remarketing Period, as applicable, Period to market sell the Leased Property and the Lessor’s other interest in and to the Leased Property at all a timely manner or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees agreeing that if the Lessee shall elect or shall be deemed to have elected the Return Sale Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, Expiration Date and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 20.1 shall constitute full and complete protection of the Lessee’s 's interest hereunder. (ge) During the period following Lessee’s exercise of the Return OptionIn addition, the obligation of Lessee to pay Rent with respect to if Lessor has not sold the Leased Property within two (including 2) years after its termination of the installment of Rent due on Extended Remarketing Period, Lessor shall appoint a qualified independent sales agent to sell the Return Date) shall continue undiminished; provided that such amounts subsequent Leased Property pursuant to the Return Date (assuming first bonafide offer received by a creditworthy offeror for an all cash purchase price at the Lessee has returned then Fair Market Value of the property Leased Property to the Lessor) shall accrue and be payable out extent the conditions therefor are satisfied. Gross Proceeds arising from the sale of the Sale Proceeds of any sale Leased Property shall be applied in accordance with Section 22.4(c)(v5.3 of the Participation Agreement net of any prorations, credits, costs and expenses of or arising from the sale of the Leased Property or Taxes imposed on the sale of the Leased Property, whether incurred by the Lessor or the Lessee, including the cost of all title insurance, surveys, environmental audits, appraisals, transfer taxes, the Lessor's reasonable attorneys' fees, the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes. To determine whether an offer is for the Fair Market Value of the Leased Property, Lessor may condition its obligation to sell on its receipt of an appraisal in accordance with Section 20.1(m). Any determination as to the bonafide nature of an offer or creditworthiness of the offeror shall be made in the reasonable judgment of Lessor and Administrative Agent.

Failure to Sell Leased Property. (a) If Lessee shall exercise the Sale Option and shall fail to sell the Leased Property shall not have been sold on or prior to the Return Date, Expiration Date in accordance with and subject to the provisions of this Article XXIISection 20.1, then the Lessee and the Lessor hereby agree as follows: (ia) the Lessee shall pay or shall cause continue to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using use commercially reasonable efforts as non-exclusive agent for the Lessor to sell the Leased Property on behalf of Lessor in accordance with Sections 22.1 and 22.2 this Article XX for the period (the “Extended Remarketing Period”) commencing on the Return Date, Expiration Date and ending on the earliest earlier of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XX or such earlier date as the Lessor has received payment in full of the Break Even Amount, Lease Balance and all accrued and unpaid Rent and (yii) the delivery of a written notice no earlier than six (6) months after the Expiration Date from the Lessor to the Lessee at any time terminating this Leasethe Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii20.3(a)(ii) and the date such termination shall be effective. Without limiting the foregoing, and all of the provisions of Section 20.1 (zexcluding subsection (j) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(zthereof) shall indicate that it is being made pursuant be applicable to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2, and any sale during such period. Lessor’s appointment of Lessee as Lessor’s nonexclusive agent to use commercially reasonable efforts to obtain the Lessee highest all‑cash ‑35‑ price for the purchase of the Leased Property shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the restrict Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of market or lease the Leased Property, to retain one or more sales agents or brokers at Lessee’s failure sole cost and expense, Lessor to comply with submit or cause to be submitted bids for the requirements set forth herein including pursuant to Article XVII or Leased Property in the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreementmanner contemplated by Section 20.1. (b) Following On the expiration of the Extended Remarketing Period (orExpiration Date, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Property. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value return possession of the Leased Property exceeds to Lessor in the remaining Break Even Pricecondition required by this Lease. Thereafter, less except with respect to any Force Majeure Losses obligations (including, but not limited to, Supplemental Rent) of Lessee pursuant to Article XIII of the lower Participation Agreement and for other obligations of (A) and (B) being Lessee under the “Operative Documents, which, in each case, pursuant to their respective terms survive, Lessee shall have no further obligation to pay Rent under this Lease. Following the Expiration True-Up”). (c) The Date, Lessor may shall be free to sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If Following the Lessee returns Expiration Date, Lessor shall have the right to enter into leases for the Leased Property at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to the Lessor in accordance with this Section 22.4 and, following reduction of the expiration Lease Balance. The proceeds of such sale or lease during the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds Period shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions 5.3 of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the LesseeParticipation Agreement. (dc) The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof). (e) the Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXIIXX), whether occurring prior to, to or on or after the Return Expiration Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee for damages. (fd) To Subject to the express provisions hereof, to the greatest extent permitted by Applicable Lawlaw, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date during or the expiration of following the Extended Remarketing Period, as applicable, Period to market sell the Leased Property and the Lessor’s other interest in and to the Leased Property at all a timely manner or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees agreeing that if the Lessee shall elect or shall be deemed to have elected the Return Sale Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, Expiration Date and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 20.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).. ARTICLE XXI

Failure to Sell Leased Property. (a) If Lessee shall exercise the Sale Option and shall fail to sell the Leased Property shall not have been sold on or prior to the Return Date, Expiration Date in accordance with and subject to the provisions of this Article XXIISection 20.1, then the Lessee and the Lessor hereby agree as follows: (ia) the Lessee shall pay or shall cause continue to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using use commercially reasonable efforts as non-exclusive agent for the Lessor to sell the Leased Property on behalf of Lessor in accordance with Sections 22.1 and 22.2 this Article XX for the period (the “Extended Remarketing Period”) commencing on the Return Date, Expiration Date and ending on the earliest earlier of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XX or such earlier date as the Lessor has received payment in full of the Break Even AmountLease Balance and all accrued and unpaid Rent and (ii) six (6) months after the Expiration Date. Without limiting the foregoing, all of the provisions of Section 20.1 (yexcluding subsection (j) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Lease, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(iithereof) and the date such termination shall be effective, and (z) the delivery of a written notice from the Lessee applicable to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(z) shall indicate that it is being made pursuant to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (b) Following the expiration of the Extended Remarketing Period (or, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Propertyduring such period. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If the Lessee returns the Leased Property to the Lessor in accordance with this Section 22.4 and, following the expiration of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive nonexclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or Property, to retain one or more sales agents or brokers (with brokers, which shall be Sale Expenses and paid from the costs and expenses thereof being paid out Gross Proceeds of the Sale Proceedssale of the Leased Property, as provided Lessor to submit or cause to be submitted bids for the Leased Property in Sections 22.1(a) and 22.3(a) hereof)the manner contemplated by Section 20.1. (eb) On the Expiration Date, Xxxxxx shall return possession of the Leased Property to Lessor in the condition required by this Lease. Thereafter, except with respect to any obligations (including Supplemental Rent) of Lessee pursuant to Article XIII of the Transaction Agreement and for other obligations of Lessee under the Operative Documents, which, in each case, pursuant to their respective terms survive, Lessee shall have no further obligation to pay Rent under this Lease. Following the Expiration Date, Lessor shall be free to sell or lease the Leased Property to any party at such reasonable times and for such amounts as Lessor deems commercially reasonable and appropriate in order to maximize Lessor’s opportunity to recover the Lease Balance. Following the Expiration Date, Lessor shall have the right to enter into leases for the Leased Property at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to Lessor in reduction of the Lease Balance. The proceeds of such sale or lease during the Extended Remarketing Period shall be applied in accordance with Section 5.3(d) of the Transaction Agreement. (c) Lessor reserves all rights under this Lease and the other Operative Documents arising out of the LesseeXxxxxx’s breach of any provisions of this Lease (including this Article XXIIXX), whether occurring prior to, to or on or after the Return Expiration Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the sue Lessee for damages. (fd) To Subject to the express provisions hereof, to the greatest extent permitted by Applicable Lawlaw, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date during or the expiration of following the Extended Remarketing Period, as applicable, Period to market sell the Leased Property and the Lessor’s other interest in and to the Leased Property at all a timely manner or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees agreeing that if the Lessee shall elect or shall be deemed to have elected the Return Sale Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, Expiration Date and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 20.1 shall constitute full and complete protection of the LesseeXxxxxx’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).

Failure to Sell Leased Property. (a) If the Leased Property shall not have been sold on or prior to the Return Date, in accordance with and subject to the provisions of this Article XXII, then the Lessee and the Lessor hereby agree as follows: (ia) the The Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, Lessor on the Return Date, in addition to the Sale Proceeds, Date an amount equal to the Return Price Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price Lease Balance and, in the case where the Break Even Price Lease Balance is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and 23.11 whereupon this Lease shall terminate except for such provisions which expressly survive such a termination. (iib) To the extent that the Lessor has required the Lessee to remarket the Leased Property, at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially reasonable efforts as non-exclusive agent for the Lessor to sell the Leased Property in accordance with Sections 22.1 and 22.2 this Article XXII for the period (the “Extended Remarketing Period”) commencing on the Return Date, Date and ending on the earliest of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XXII or such earlier date as the Lessor has received payment in full of the Break Even AmountLease Balance and all accrued and unpaid Rent, (yii) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Lease, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii22.4(b)(ii) and the date such termination shall be effective, and (ziii) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period; and (iv) the end of the twelfth month following the Return Date. The notice given by the Lessee pursuant to this Section 22.4(a)(ii)(z22.4(b)(iii) shall indicate that it is being made pursuant to this Section 22.4(a)(ii)(z22.4(b)(iii) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective termination date occur prior to the twenty-fourth ninth (24th9th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2this Article XXII, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) 22.4 shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including including, without limitation, pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (bc) Following the expiration of the Extended Remarketing Period (or, if not so extended elected by the Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor may sell the Leased Property and require that the Lessee will use commercially reasonable efforts (pursuant to agree upon documents reasonably acceptable to the Fair Market Value Lessee and the purchaser of the Leased Property. If ) (1) (x) grant a Third Party Ground Lease and grant the Lessor and Lessee are unable Additional Easement, (y) consent to agree upon the Fair Market Value Lessor’s assignment of the Leased Property, Lessor shall order a valuation rights of the Fair Market Value Lessor, as lessee under the Ground Lease, or (z) consent to Lessor’s lease of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate appropriate, and (2) facilitate the transfers of the ownership, leasing and operation of the Leased Property to Lessor or any third party designated by the Lessor including providing all books, reports and records regarding the maintenance, repair and ownership of the Leased Property, granting or assigning all licenses necessary for the operation of the Leased Property and cooperating in seeking and obtaining all necessary Governmental Actions and otherwise doing all things reasonably necessary to convey and deliver possession of the Leased Property to any such Person in order to maximize the Lessor’s opportunity to recover the Lease Balance. If Balance and the Lessor shall not have any obligation to account to the Lessee returns for, and the Lessor shall be entitled to retain, any Sale Proceeds or other amounts recovered from the sale or other disposition or lease of the Leased Property to following such termination (whether or not in the Lessor in accordance with this Section 22.4 and, following the expiration excess of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursedLease Balance); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) . The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property therein shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or Property, to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof), or the right of any Participant to submit or cause to be submitted bids for the Leased Property and the Lessor’s other interest in and to the Leased Property in the manner contemplated by Section 22.1. Upon such sale, assignment and transfer of the Leased Property, the Lessee’s possession under this Lease shall terminate; provided that any provisions hereof that expressly survive the expiration or other termination of this Lease shall survive such termination. (ed) the The Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXII), whether occurring prior to, on or after the Return Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee for damages. (fe) To the greatest extent permitted by Applicable Lawlaw, the Lessee hereby unconditionally and irrevocably waiveswaives any right, and releases the Lessor fromfrom any related obligation, any right to require the Lessor at any time prior to the Return Date or the expiration last day of the Extended Remarketing Period, as applicable, to market the Leased Property and the Lessor’s other interest in and to the Leased Property at all or for any minimum purchase price or on any particular terms and conditions, the . The Lessee hereby agrees that if the Lessee shall elect or shall be deemed to have elected the Return Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).

Failure to Sell Leased Property. (a) If Lessee shall exercise the Sale Option and shall fail to sell the Leased Property shall not have been sold on or prior to the Return Date, Expiration Date in accordance with and subject to the provisions of this Article XXIISection 20.1, then the Lessee and the Lessor hereby agree as follows: (ia) the Lessee shall pay or shall cause continue to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using use commercially reasonable efforts as non-non- exclusive agent for the Lessor to sell the Leased Property on behalf of Lessor in accordance with Sections 22.1 and 22.2 this Article XX for the period (the “Extended Remarketing Period”) commencing on the Return Date, Expiration Date and ending on the earliest earlier of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XX or such earlier date as the Lessor has received payment in full of the Break Even Amount, Lease Balance and all accrued and unpaid Rent and (yii) the delivery of a written notice no earlier than six (6) months after the Expiration Date from the Lessor to the Lessee at any time terminating this Leasethe Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii20.3(a)(ii) and the date such termination shall be effective. Without limiting the foregoing, and all of the provisions of Section 20.1 (zexcluding subsection (j) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(zthereof) shall indicate that it is being made pursuant be applicable to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (b) Following the expiration of the Extended Remarketing Period (or, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Propertyduring such period. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If the Lessee returns the Leased Property to the Lessor in accordance with this Section 22.4 and, following the expiration of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) The LessorXxxxxx’s appointment of the Lessee Xxxxxx as the LessorXxxxxx’s non-exclusive nonexclusive agent to use commercially reasonable efforts to obtain the highest all-cash 3/6/19, 9:29 AMExhibit 3/6/19, 9:29 AMExhibit price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or Property, to retain one or more sales agents or brokers (with at Lessee’s sole cost and expense, Lessor to submit or cause to be submitted bids for the costs and expenses thereof being paid out of Leased Property in the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof)manner contemplated by Section 20.1. (eb) On the Expiration Date, Lessee shall return possession of the Leased Property to Lessor in the condition required by this Lease. Thereafter, except with respect to any obligations (including, but not limited to, Supplemental Rent) of Lessee pursuant to Article XIII of the Participation Agreement and for other obligations of Lessee under the Operative Documents, which, in each case, pursuant to their respective terms survive, Lessee shall have no further obligation to pay Rent under this Lease. Following the Expiration Date, Lessor shall be free to sell or lease the Leased Property to any party at such reasonable times and for such amounts as Lessor deems commercially reasonable and appropriate in order to maximize Lessor’s opportunity to recover the Lease Balance. Following the Expiration Date, Lessor shall have the right to enter into leases for the Leased Property at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to Lessor in reduction of the Lease Balance. The proceeds of such sale or lease during the Extended Remarketing Period shall be applied in accordance with Section 5.3 of the Participation Agreement. (c) Lessor reserves all rights under this Lease and the other Operative Documents arising out of the LesseeXxxxxx’s breach of any provisions of this Lease (including this Article XXIIXX), whether occurring prior to, to or on or after the Return Expiration Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the sue Lessee for damages. (fd) To Subject to the express provisions hereof, to the greatest extent permitted by Applicable Lawlaw, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date during or the expiration of following the Extended Remarketing Period, as applicable, Period to market sell the Leased Property and the Lessor’s other interest in and to the Leased Property at all a timely manner or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees agreeing that if the Lessee shall elect or shall be deemed to have elected the Return Sale Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, Expiration Date and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 20.1 shall constitute full and complete protection of the LesseeXxxxxx’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).

Failure to Sell Leased Property. (a) If the Leased Property shall not have been sold on or prior to the Return Date, in accordance with and subject to the provisions of this Article XXII, then the Lessee and the Lessor hereby agree as followsfollows with respect to the Leased Property: (ia) the The Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, Lessor on the Return DateDate (unless the Lessor elects to commence an Extended Remarketing Period, in addition to the Sale Proceedswhich case, such payment shall be made as set forth in Section 22.4(b)) an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price Adjusted Lease Balance and, in the case where the Break Even Price Adjusted Lease Balance plus all other accrued and unpaid Rent is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; 23.11 whereupon this Lease shall terminate except for such provisions which expressly survive such a termination. (b) To the extent that the Lessor has requested the Lessee to remarket the Leased Property and (ii) the Lessee has accepted such role as non-exclusive selling agent, at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially reasonable efforts as non-exclusive selling agent for the Lessor to sell the Leased Property in accordance with Sections 22.1 and 22.2 this Article XXII for the period (the “Extended Remarketing Period”) commencing on the Return Date, Date and ending with respect to the Leased Property on the earliest of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XXII or such earlier date as the Lessor has received payment in full of the Break Even Amount, Adjusted Lease Balance plus interest at the Overdue Rate on any unpaid Adjusted Lease Balance and all other accrued and unpaid Rent; (yii) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Lease, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii22.4(b)(ii) and the date such termination BUSINESS.29631318.9 shall be effective, and (ziii) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(z) shall indicate that it is being made pursuant to Section 22.4(a)(ii)(z) and shall set forth the date of termination end of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) twelfth month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2this Article XXII, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) 22.4 shall adversely affect any other rights the Lessor may have to terminate this Lease with respect to the Leased Property pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including including, without limitation, pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (bc) Following the expiration of the Extended Remarketing Period (or, if not so extended elected by the Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor may sell the Leased Property and require that the Lessee will use commercially reasonable efforts (pursuant to agree upon documents reasonably acceptable to the Fair Market Value Lessee and the purchaser of the Leased Property. If ) facilitate the transfers of the ownership, leasing and operation of the Leased Property to the Lessor or any third party designated by the Lessor including providing all books, reports and Lessee are unable to agree upon records regarding the Fair Market Value maintenance, repair and ownership of the Leased Property, Lessor shall order a valuation of granting or assigning all licenses necessary for the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value operation of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower and cooperating in seeking and obtaining all necessary Governmental Actions and otherwise doing all things reasonably necessary to convey and deliver possession of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate Person in order to maximize the Lessor’s opportunity to recover the Adjusted Lease Balance. If Balance plus interest at the Overdue Rate on any unpaid Adjusted Lease Balance and all other accrued and unpaid Rent, and the Lessor shall not have any obligation to account to the Lessee returns for, and the Lessor shall be entitled to retain, any Sale Proceeds or other amounts recovered from the sale or other disposition or lease of the Leased Property to following such termination (whether or not in the Lessor in accordance with this Section 22.4 and, following the expiration excess of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursedAdjusted Lease Balance); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) . The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive selling agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property therein shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or Property, to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof), or the right of any Participant to submit or cause to be submitted bids for the Leased Property and the Lessor’s other interest in and to the Leased Property in the manner contemplated by Section 22.1. Upon such sale, assignment and transfer of the Leased Property, the Lessee’s possession under this Lease shall terminate; provided that any provisions hereof that expressly survive the expiration or other termination of this Lease shall survive such termination. (ed) the The Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXII), whether occurring prior to, on or after the Return Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx sue the Lessee for damages. (fe) To the greatest extent permitted by Applicable Lawlaw, the Lessee hereby unconditionally and irrevocably waiveswaives any right, and releases the Lessor fromfrom any related obligation, any right to require the Lessor at any time prior to the Return Date or the expiration last day of the Extended Remarketing Period, as applicable, to market the Leased Property and the Lessor’s other interest in and to the Leased Property at all or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees that if the Lessee shall elect or shall be deemed to have elected the Return Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).Leased

Failure to Sell Leased Property. (a) If the Leased Property shall not have been sold on or prior to the Return Date, in accordance with and subject to the provisions of this Article XXII, then the Lessee and the Lessor hereby agree as follows: (i) the Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially reasonable efforts as non-exclusive agent for the Lessor to sell the Leased Property in accordance with Sections 22.1 and 22.2 for the period (the “Extended Remarketing Period”) commencing on the Return Date, and ending on the earliest of (w) the date occurring twenty-fourth (24th) months following the Return Date, (x) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 or such earlier date as the Lessor has received payment in full of the Break Even Amount, (y) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Lease, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii) and the date such termination shall be effective, and (z) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(z) shall indicate that it is being made pursuant to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (b) Following the expiration of the Extended Remarketing Period (or, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Property. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, Price less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If the Lessee returns the Leased Property to the Lessor in accordance with this Section 22.4 and, following the expiration of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof). (e) the Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXII), whether occurring prior to, on or after the Return Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee for damages. (f) To the greatest extent permitted by Applicable Law, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date or the expiration of the Extended Remarketing Period, as applicable, to market the Leased Property and the Lessor’s other interest in and to the Leased Property at all or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees that if the Lessee shall elect or shall be deemed to have elected the Return Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).

Failure to Sell Leased Property. (a) If Lessee shall exercise the Sale Option and shall fail to sell the Leased Property shall not have been sold on or prior to the Return Date, Expiration Date in accordance with and subject to the provisions of this Article XXIISection 20.1, then the Lessee and the Lessor hereby agree as follows: (ia) the Lessee shall pay or shall cause continue to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price and, in the case where the Break Even Price is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; and (ii) at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially use reasonable commercial efforts as non-exclusive agent for the Lessor to sell the Leased Property on behalf of Lessor in accordance with Sections 22.1 and 22.2 this Article XX for the period (the “Extended Remarketing Period”"EXTENDED REMARKETING PERIOD") commencing on the Return Date, Lease Expiration Date and ending on the earliest earlier of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XX or such earlier date as the Lessor has received payment in full of the Break Even Amount, Lease Balance and all accrued and unpaid Rent and (yii) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Leasethe Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii20.3(a)(ii) and the date such termination shall be effective, and (z) which date shall be the delivery of a written Expiration Date if such notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice is given by the Lessee pursuant to Section 22.4(a)(ii)(z) shall indicate that it is being made pursuant to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Expiration Date. On Without limiting the last day foregoing, each of the Extended Remarketing Period, if the Leased Property has not been sold during Subsections at Section 20.1 (excluding subsection (j) thereof) shall be applicable to the Extended Remarketing Period in accordance with Section 22.2, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (b) Following the expiration of the Extended Remarketing Period (or, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Propertyduring such period. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If the Lessee returns the Leased Property to the Lessor in accordance with this Section 22.4 and, following the expiration of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) The Lessor’s 's appointment of the Lessee as the Lessor’s non-exclusive 's nonexclusive agent to use commercially its reasonable commercial efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s 's right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or Property, to retain one or more sales agents or brokers (with at Lessee's sole cost and expense, provided that an Event of Default has not occurred and is continuing, subject to Lessee's reasonable approval not to be unreasonably withheld or the costs and expenses thereof being paid out right of any Participant to submit or cause to be submitted bids for the Sale Proceeds, as provided Leased Property in Sections 22.1(a) and 22.3(a) hereof)the manner contemplated by Section 20.1. (eb) On the Expiration Date, Lessee shall return possession of the Leased Property to Lessor in the condition required by this Lease (including each of the requirements and conditions set forth at Section 20.1(b) and Section 20.1(d)). Thereafter, this Lease shall terminate except as provided herein, Lessee shall have no further obligation to pay Basic Rent. Following the Expiration Date, Lessor shall be free to sell or lease the Leased Property to any party at such reasonable times and for such amounts as Lessor deems commercially reasonable and appropriate in order to maximize Lessor's opportunity to recover the Lease Balance. Following the Expiration Date, Lessor shall have the right to enter into leases for the Leased Property at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to Lessor in reduction of the Lease Balance. (c) Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s 's breach of any provisions of this Lease (including this Article XXIIXX), whether occurring prior to, to or on or after the Return Expiration Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee sue Lexxxe for damages. (fd) To the greatest extent permitted by Applicable LawLaws and subject to Section 20.3(e) below, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date during or the expiration of following the Extended Remarketing Period, as applicable, Period to market sell the Leased Property and the Lessor’s other interest in and to the Leased Property at all a timely manner or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees agreeing that if the Lessee shall elect or shall be deemed to have elected the Return Sale Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, Expiration Date and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 20.1 shall constitute full and complete protection of the Lessee’s 's interest hereunder. (ge) During the period following Lessee’s exercise of the Return OptionIn addition, the obligation of Lessee to pay Rent with respect to if Lessor has not sold the Leased Property within two (including 2) years after its termination of the installment of Rent due on Extended Remarketing Period, Lessor shall appoint a qualified independent sales agent to sell the Return Date) shall continue undiminished; provided that such amounts subsequent Leased Property pursuant to the Return Date (assuming first bona fide offer received by a creditworthy offeror for an all cash purchase price at the Lessee has returned then Fair Market Value of the property Leased Property to the Lessor) shall accrue and be payable out extent the conditions therefor are satisfied. Gross Proceeds arising from the sale of the Sale Proceeds of any sale Leased Property shall be applied in accordance with Section 22.4(c)(v5.3 of the Participation Agreement net of any prorations, credits, costs and expenses of or arising from the sale of the Leased Property or Taxes imposed on the sale of the Leased Property, whether incurred by the Lessor or the Lessee, including the cost of all title insurance, surveys, environmental audits, appraisals, transfer taxes, the Lessor's reasonable attorneys' fees, the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes. To determine whether an offer is for the Fair Market Value of the Leased Property, Lessor may condition its obligation to sell on its receipt of an appraisal in accordance with Section 20.1(m). Any determination as to the bona fide nature of an offer or creditworthiness of the offeror shall be made in the reasonable judgment of Lessor and Administrative Agent.

Failure to Sell Leased Property. (a) If the Leased Property shall not have been sold on or prior to the Return Date, in accordance with and subject to the provisions of this Article XXII, then the Lessee and the Lessor hereby agree as followsfollows with respect to the Leased Property: (ia) the The Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, Lessor on the Return DateDate (unless the Lessor elects to commence an Extended Remarketing Period, in addition to the Sale Proceedswhich case, such payment shall be made as set forth in Section 22.4(b)) an amount equal to the Recourse Deficiency Amount plus all other Rent then due under this Lease and the other Operative Documents or, in the event a Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) shall have occurred and be continuing on such date, the Break Even Price Adjusted Lease Balance and, in the case where the Break Even Price Adjusted Lease Balance plus all other accrued and unpaid Rent is paid, the Lessor shall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11; 23.11 whereupon this Lease shall terminate except for such provisions which expressly survive such a termination. (b) To the extent that the Lessor has requested the Lessee to remarket the Leased Property and (ii) the Lessee has accepted such role as non-exclusive selling agent, at the option of the Lessor, if the Lessee has not paid the Break Even Price as set forth in Section 22.4(a)(i) above, the Lessee shall be required to continue using commercially reasonable efforts as non-non- exclusive selling agent for the Lessor to sell the Leased Property in accordance with Sections 22.1 and 22.2 this Article XXII for the period (the “Extended Remarketing Period”) commencing on the Return Date, Date and ending with respect to the Leased Property on the earliest of (w) the date occurring twenty-fourth (24th) months following the Return Date, (xi) the sale of the Leased Property in accordance with the provisions of Sections 22.1 and 22.2 this Article XXII or such earlier date as the Lessor has received payment in full of the Break Even Amount, Adjusted Lease Balance plus interest at the Overdue Rate on any unpaid Adjusted Lease Balance and all other accrued and unpaid Rent; (yii) the delivery of a written notice from the Lessor to the Lessee at any time terminating this Lease, which notice shall indicate that such termination is being made pursuant to this Section 22.4(a)(ii22.4(b)(ii) and the date such termination shall be effective, and (z) the delivery of a written notice from the Lessee to the Lessor pursuant to which the Lessee notifies the Lessor of its election to terminate the Extended Remarketing Period. The notice given by the Lessee pursuant to Section 22.4(a)(ii)(z) shall indicate that it is being made pursuant to Section 22.4(a)(ii)(z) and shall set forth the date of termination of the Extended Remarketing Period; provided, however, in no event shall such effective date occur prior to the twenty-fourth (24th) month following the Return Date. On the last day of the Extended Remarketing Period, if the Leased Property has not been sold during the Extended Remarketing Period in accordance with Section 22.2, the Lessee shall also make the payments required under Section 22.4(a), to the extent not already paid under such Section. Nothing in this Section 22.4(a)(ii) shall adversely affect any other rights the Lessor may have to terminate this Lease pursuant to any other Section of this Lease or the Lessor’s right to pursue any remedy hereunder as a result of an Event of Default arising as a result of the Lessee’s failure to comply with the requirements set forth herein including pursuant to Article XVII or the Lessee’s obligation to pay amounts arising under Article VII of the Participation Agreement. (b) Following the expiration of the Extended Remarketing Period (or, if not so extended by Lessor, following the Return Date) and the absence of any sale of the Leased Property, the Lessor and Lessee will use commercially reasonable efforts to agree upon the Fair Market Value of the Leased Property. If the Lessor and Lessee are unable to agree upon the Fair Market Value of the Leased Property, Lessor shall order a valuation of the Fair Market Value of the Leased Property. Promptly after receipt of such valuation which establishes the Fair Market Value of Leased Property, Lessor shall pay to Lessee an amount equal to the lesser of (A) the Recourse Deficiency Amount paid by the Lessee in accordance with the Section 22.4(a)(i) and (B) the amount by which the Fair Market Value of the Leased Property exceeds the remaining Break Even Price, less any Force Majeure Losses (the lower of (A) and (B) being the “Expiration True-Up”). (c) The Lessor may sell or lease the Leased Property and the Lessor’s other interest in and to the Leased Property to any third party at such reasonable times and for such amounts as the Lessor deems commercially reasonable and appropriate in order to maximize the Lessor’s opportunity to recover the Lease Balance. If the Lessee returns the Leased Property to the Lessor in accordance with this Section 22.4 and, following the expiration of the Extended Remarketing Period, the Lessor subsequently sells the Leased Property for cash Sale Proceeds, Sale Proceeds shall be applied by the Lessor in the following order of priority: (i) first, to the Lessor, Sale Proceeds shall be applied to any fees, costs, expenses, Taxes or other loss incurred by it (to the extent not previously reimbursed); (ii) second, to the Lessor, Sale Proceeds shall be applied to the Lease Balance until the Lease Balance (excluding Force Majeure Losses, if any) is paid in full (provided that, all costs and expenses arising from or related to the Leased Property which accrue after the later of the Return Date and the date the Lessee ceases to occupy the Leased Property shall be excluded from the Lease Balance for purposes of this Section 22.4(c)(ii)); (iii) third, to the Lessee, Sale Proceeds shall be applied to the Recourse Deficiency Amount (less the Expiration True-Up), if any, to the extent such amounts were paid by the Lessor to the Lessee in accordance with Section 22.4(b); (iv) fourth, to the Lessor, Sale Proceeds shall be applied to Force Majeure Losses and, to the extent not previously paid to the Lessor pursuant to clause (i) or clause (ii) above, to any other amounts payable to the Lessor pursuant to any expense reimbursement or indemnification by the Lessee pursuant to the provisions of the Operative Documents; (v) fifth, to the Lessor, Sale Proceeds shall be applied to any costs or expenses excluded from the Lease Balance as a result of the proviso in Section 22.4(c)(ii) above; (vi) sixth, to the Lessor, Sale Proceeds shall be applied to all other amounts, if any, payable by the Lessee to the Lessor under the Operative Documents, to the extent not previously paid to the Lessor pursuant to clauses (i), (ii), (iv) or (v) above; and (vii) seventh, to the Lessee, the balance, if any, of any Sale Proceeds shall be distributed to, or as directed by, the Lessee. (d) The Lessor’s appointment of the Lessee as the Lessor’s non-exclusive agent to use commercially reasonable efforts to obtain the highest all-cash price for the purchase of the Leased Property and the Lessor’s interest in the Leased Property shall not restrict the Lessor’s right to market or lease the Leased Property and the Lessor’s interest in the Leased Property or to retain one or more sales agents or brokers (with the costs and expenses thereof being paid out of the Sale Proceeds, as provided in Sections 22.1(a) and 22.3(a) hereof). (e) the Lessor reserves all rights under this Lease and the other Operative Documents arising out of the Lessee’s breach of any provisions of this Lease (including this Article XXII), whether occurring prior to, on or after the Return Date, including the Lessee’s breach of any of its obligations under this Article XXII, including the right to xxx the Lessee for damages. (f) To the greatest extent permitted by Applicable Law, the Lessee hereby unconditionally and irrevocably waives, and releases the Lessor from, any right to require the Lessor at any time prior to the Return Date or the expiration of the Extended Remarketing Period, as applicable, to market the Leased Property and the Lessor’s other interest in and to the Leased Property at all or for any minimum purchase price or on any particular terms and conditions, the Lessee hereby agrees that if the Lessee shall elect or shall be deemed to have elected the Return Option, its ability to sell the Leased Property and the Lessor’s other interest in and to the Leased Property on or prior to the Return Date, and to cause any Person to submit a bid to the Lessor pursuant to Section 22.1 shall constitute full and complete protection of the Lessee’s interest hereunder. (g) During the period following Lessee’s exercise of the Return Option, the obligation of Lessee to pay Rent with respect to the Leased Property (including the installment of Rent due on the Return Date) shall continue undiminished; provided that such amounts subsequent to the Return Date (assuming the Lessee has returned the property to the Lessor) shall accrue and be payable out of the Sale Proceeds of any sale in accordance with Section 22.4(c)(v).termination