Common use of Lessee Purchase Option Clause in Contracts

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “bargain” purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s cost and expense, each of the following: (a) a special warranty Deed conveying each Property to the extent it is real property to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deed; (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Property shall be conveyed to Lessee “AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, Provided no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Propertiessubject to Section 17.7) and provided, provided that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase all of the Properties (or, if applicable, and Lessor shall sell allupon satisfaction of all Individual Property Sale Requirements, one or more, but not less than all, of the Properties pursuant to a notice provided in accordance with Section 20.1) on the Expiration Date or each Property or any Property as elected for any Payment Date prior to (all as specified in the Expiration Date Election Notice) at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (ai) a special or limited warranty Deed or a Bargain and Sale Deed conveying each the Property (to the extent it is real property property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (bii) a special warranty Xxxx of Sale conveying each the Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (ciii) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deed; (d) FIRPTA affidavits; and (eiv) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced abovea FIRPTA affidavit. The applicable Property Property, together with any insurance or condemnation proceeds with respect to such Property, shall be conveyed to Lessee “AS-"AS IS, WHERE-" "WHERE IS”" and in then present physical condition. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion)Property, then Lessee shall be obligated to purchase repurchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative AgreementSection 20.2.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Bill xx Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor LiensLiens and, to the extent the following are agreed to by the Agent in its reasonable discretion, such title affidavits and other documents as may be reasonably requested by any title insurance underwriter issuing title insurance in connection with the acquisition of each such Property by Lessee; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the such Property or Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property one or any Property as elected for any more Properties on the applicable Payment Date prior to the Expiration Date at a price equal to the Termination Value for such Property or Properties (which the parties do not intend to be a “"bargain” " purchase price); provided, however, if one or more Properties are being purchased prior to the Expiration Date pursuant to the terms of this Article XX the Financing Parties agree that, with respect to the first such purchase, the Termination Value for such Property or Properties shall include the full amount of the Initial Holder Advance. Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to LesseeLessee (or to such other Person as Lessee shall designate), at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee (or such other Person) free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Bill xx Sale conveying each Property (to the extent it is personal property) to Lessee (or such other Person) free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; (d) FIRPTA affidavits; and (e) any affidavits or similar such other instruments and documents reasonably and customarily required by as may be necessary in the title company jurisdiction in connection with which each such transactionsProperty is located to consummate such transfer. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “(or such other Person) "AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, Provided that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties on the Expiration Date or each Property or any Property as elected Option for any Payment Date prior to the Expiration Date and if Lessee otherwise elects as of the Expiration Date, Lessee (or any designee of Lessee) shall purchase the Property on the applicable Election Date (i.e., Lessee (or any designee of Lessee) may purchase the Property on any Payment Date and Lessee (or any designee of Lessee) may purchase the Property on the Expiration Date) at a price equal to the Termination Value. Notwithstanding the designation by Lessee of another Person to purchase the Property pursuant to the Purchase Option, Lessee shall remain fully liable for all its obligations pursuant to the Operative Agreements including any and all obligations which such designated Person might otherwise be expected to perform until Lessee or such designee has purchased the Property and paid the Termination Value for therefor. Thereafter, only such Properties (provisions which by their express terms survive the parties do not intend expiration or earlier termination of this Lease shall continue to be a “bargain” purchase price)in force and effect. Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Propertiesterminate, and upon tender by Lessee (or any designee of Lessee) of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, (or any designee of Lessee), at Lessee’s the cost and expenseexpense of Lessee (or any designee of Lessee), each of the following: (a) a special warranty Deed conveying each Property to termination or assignment (as requested by Lessee) of the extent it is real property Ground Lease to Lessee (or any designee of Lessee) free and clear of the Lien of this Lease, the Lien of the Credit Security Documents and any Lessor LiensLiens (but otherwise without representation or warranty of any kind); (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedGround Lease termination or assignment and such other documents that are customarily obtained in the State where the Property is located; (dc) FIRPTA affidavits; and (ed) any affidavits or similar other documents reasonably and customarily required by the title company in connection with to effectuate such transactionssale or transfer. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit ; provided, no Financing Party shall be responsible for any representation or warranty other document required by any title company as than the representations and warranties referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveforegoing subsection (a). The applicable Property shall be conveyed to Lessee “AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially ” and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXpresent physical condition. On the Expiration Date and/or any Payment Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx Bill of Sale conveying each Property (to the extent it is personal propertypersonax xxoperty) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx Bill of Sale conveying each Property Propexxx (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”" and in then present physical condition. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration applicable Election Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.Fair

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties (which price the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) an assignment of Lessor's leasehold interest under each Head Lease and a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease or a Head Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Bill xx Sale conveying each Property (to the extent it is personal propertyproperty not subject to a Head Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property (or leasehold interest under each applicable Head Lease) shall be conveyed without warranty to Lessee “"AS-IS, WHERE-IS”" and in then present physical condition. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration applicable Election Date which could materially and adversely impact the Fair Market Sales Value of such Property (or leasehold interest under such applicable Head Lease) (with materiality determined in Lessor’s reasonable 's discretion), then Lessee shall be obligated to purchase each such Property (or leasehold interest under such applicable Head Lease) pursuant to this Article XXSection 20.2. On the Expiration Date and/or any Payment applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent Bank and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, with respect to clause (y) below, no Default or Event of Default -------- shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that -------- the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase (x) (in the case of Lessee's election of the Purchase Option on a date prior to the Expiration Date) the Properties designated for purchase in such election and Lessor shall sell all, but not less than all, (y) (in the case of Lessee's election of the Purchase Option on the Expiration Date) all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such all the Properties (which the parties do not intend to be a “bargain” purchase price)purchased. Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a special or limited warranty Deed Deeds conveying each Property (to the extent it is real property property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deed; and (d) FIRPTA affidavits; and (e) any assignments or other transfer instruments reasonably requested by the purchaser to transfer leases, contracts, licenses, permits, warranties, guaranties and similar rights and agreements; (f) seller's title affidavits or similar documents reasonably and customarily required by to the title company and (g) such other documents that are customary for the purchase and sale of real and personal property in connection with such transactionsthe jurisdiction where each Property is located. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Property shall be conveyed to Lessee “or a third party purchaser an Affiliate of Lessee "AS-IS, WHERE-IS”" and in then present physical condition. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration applicable Election Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable 's discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXSection 20.2. On the Expiration Date and/or any Payment applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative AgreementAgreement (including, without limitation, the Termination Value for all Properties).

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase (x) (in the case of Lessee's election of the Purchase Option on a date prior to the Expiration Date) the Properties designated for purchase in such election and Lessor shall sell all, but not less than all, (y) (in the case of Lessee's election of the Purchase Option on the Expiration Date) all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such all the Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell (in the case of any Payment Date prior to the Expiration Date) one or more Properties or (in the case of the Expiration Date) all, but not less than all, the Properties Properties. All such purchases shall be made on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for all such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Bill xx Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase Lessor's Related Property and Lessor shall sell all, but not less than all, Bond Interest in all of the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a special warranty Deed conveying each Property an assignment of rights under the Head Lease relating to the extent it is real property Property or Properties in form and substance reasonably satisfactory to the Lessee (so long as no Default or Event of Default shall have occurred) and the Agent assigning the Lessor's Head Lease Leasehold Interest relating to the Property or Properties to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens, excluding, however, any Lien arising under the Bond Documents; (b) to the extent required by law or local custom, a special warranty Xxxx of Sale conveying the Lessor's interest, if any, in each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens, excluding, however, any Lien arising under the Bond Documents; (c) to the extent required by Law or local custom any real estate tax affidavit or other document required by law to be executed and filed in order to record reflect the applicable Deedassignment of the Head Lease Leasehold Interest relating to the Property or Properties; (d) to the extent required by Law or local custom, FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All an assignment of the foregoing documentation must be Related Bonds with proper endorsement thereof, in form and substance reasonably satisfactory to the Lessee (so long as no Default or Event of Default shall have occurred) and the Agent conveying Lessor's interest therein to Lessee free and clear of the lien of this Lease, the lien of the Credit Documents and the Lessor and LesseeLiens, excluding, however the Lien arising under the Bond Documents. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed The Lessor's leasehold interest in the Deed and Xxxx of Sale referenced above. The applicable Property or Properties shall be conveyed to Lessee “"AS-IS, WHERE-IS”" and in then present physical condition. Any assignment of Lessor's Related Property and Bond Interest in the Property shall contain an express assumption of the obligations of the Lessor thereunder and of any and all other obligations of Lessor under any Bond Documents. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in or the Lessor’s reasonable discretion's Head Lease Leasehold Interest therein), then Lessee shall be obligated to purchase repurchase Lessor's Head Lease Leasehold Interest in each such Property and the Related Bonds pursuant to this Article XXSection 20.2. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “bargain” purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “AS-IS, WHERE-IS”” and in then present physical condition. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration applicable Election Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXSection 20.2. On the Expiration Date and/or any Payment applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the PropertiesProperty) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties Property on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any the Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the PropertiesProperty, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each the Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx xxxx of Sale sale conveying each the Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor LiensLiens and, to the extent the following are agreed to by the Agent in its reasonable discretion, such title affidavits and other documents as may be reasonably requested by any title insurance underwriter issuing title insurance in connection with the acquisition of the Property by Lessee; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXpresent physical condition. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, in addition to payment of the Termination Value, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b16.2 (b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a special or limited warranty Deed Deeds conveying each Property (to the extent it is real property property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx Bxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deed; and (d) FIRPTA affidavits; and (e) any assignments or other transfer instruments reasonably requested by the purchaser to transfer leases, contracts, licenses, permits, warranties, guaranties and similar rights and agreements; (f) seller's title affidavits or similar documents reasonably and customarily required by to the title company and (g) such other documents that are customary for the purchase and sale of real and personal property in connection with such transactionsthe jurisdiction where each Property is located. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Property shall be conveyed to Lessee “or a third party purchaser an Affiliate of Lessee "AS-IS, WHERE-IS”" and in then present physical condition. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration applicable Election Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable 's discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXSection 20.2. On the Expiration Date and/or any Payment applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to LessorLessor , the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative AgreementAgreement (including, without limitation, the Termination Value for all Properties).

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all one or more of the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, the applicable Lessee shall purchase and Lessor shall sell all, but not less than all, the Property or Properties identified (or deemed to be identified) in the applicable Election Notice on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Property or Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with a particular Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property one or all of the more Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to such Lessee, at such Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the applicable Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each affected Property (to the extent it is real property not subject to a Ground Lease) to the applicable Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each affected Property (to the extent it is personal property) to the applicable Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to the applicable Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties Property on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties the Property (which the parties do not intend to be a “bargain” purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2Lease, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a the Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s cost and expense, each of the following: (a) a special warranty Deed conveying each Property an assignment of the Appurtenant Rights (to the extent assignable) and an assignment or termination of the Ground Lease (as requested by the Lessee) or (to the extent it is real property property) to Lessee (or Lessee’s designee) free and clear of the Lien of this Lease, the Lien Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (b) a special warranty Xxxx Bxxx of Sale conveying each the Property (to the extent it is personal property) to Lessee (or Lessee’s designee) free and clear of the Lien of this Lease, the Lien Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deed; and (d) FIRPTA affidavits; affidavits and (e) any affidavits such documents or similar documents instruments as may be reasonably requested by Lessee to effect the conveyance and customarily required release contemplated by the title company in connection with such transactionsthis Section 20.2. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor Agent and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Property shall be conveyed to Lessee (or Lessee’s designee) “AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially ” and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXpresent physical condition. On the Expiration Date and/or any Payment applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, Lessor or the Agent and all other partiesAgent, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option or Lessee shall be deemed to have elected the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration applicable Election Date or each Property or any Property as elected for any Payment Date prior at a price equal to the Expiration Termination Value for all the Properties (which the parties do not intend to be a "bargain" purchase price) or with respect to the Early Purchase Option, Lessee shall purchase the applicable Property on the applicable Election Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “bargain” purchase price)Property. Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a all the Properties (or any individual Property pursuant to Section 16.2 or all of the Properties, Early Purchase Option) and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicableapplicable (which could include the application of the Cash Collateral as permitted by the terms and conditions of the Operative Agreements), Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a special or limited warranty Deed or the local law equivalent conveying each such Property (to the extent it is real property property) to Lessee (or Lessee's designee) free and clear of the Lien of this Lease, the Lien Liens of the Credit Security Documents and any other Operative Agreements and any Lessor Liens; (b) a special warranty Xxxx Bill of Sale conveying each Property such Pxxxxrty (to the extent it is personal property) to Lessee (or Lessee's designee) free and clear of the Lien of this Lease, the Lien Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed by Lessor and filed in order to record the applicable Deed; (d) FIRPTA affidavits; affidavits and (e) any affidavits such other documents as the Lessee or similar documents the Agent shall reasonably request, in form and customarily required by substance acceptable to each of Lessee and the title company Agent in connection each party's sole discretion, to facilitate the conveyance of the Properties in accordance with such transactionsthe Operative Agreements. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor Agent and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Each such Property shall be conveyed to Lessee “(or Lessee's designee) "AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXpresent physical condition. On the Expiration Date and/or any Payment applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, Lessor or the Agent and all other partiesAgent, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee (or its designee) shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee (or its designee) of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to LesseeLessee (or its designee), at Lessee’s 's (or its designee) cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee (or its designee) free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Bill xx Sale conveying each Property (to the extent it is personal property) to Lessee (or its designee) free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “(or its designee) "AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, Provided that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties on the Expiration Date or each Property or any Property as elected Option for any Payment Date prior to the Expiration Date and if Lessee otherwise elects as of the Expiration Date, Lessee (or any designee of Lessee) shall purchase the Property on the Election Date (i.e., Lessee (or any designee of Lessee) may purchase the Property on any Payment Date and Lessee (or any designee of Lessee) may purchase the Property on the Expiration Date) at a price equal to the Termination Value. Notwithstanding the designation by Lessee of another Person to purchase the Property pursuant to the Purchase Option, Lessee shall remain fully liable for all its obligations pursuant to the Operative Agreements respecting the Property including any and all obligations which such designated Person might otherwise be expected to perform until Lessee or such designee has purchased the Property and paid the Termination Value for therefor. Thereafter, only such Properties (provisions which by their express terms survive the parties do not intend expiration or earlier termination of this Lease shall continue to be a “bargain” purchase price)in force and effect. Subject to Section 19.2, in connection with any termination of this Lease with respect to any the Property pursuant to the terms of Section 16.2, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Propertiesterminate, and upon tender by Lessee (or any designee of Lessee) of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, (or any designee of Lessee), at Lessee’s the cost and expenseexpense of Lessee (or any designee of Lessee), each of the following: (a) a special or limited warranty Deed Deeds conveying each the Property (to the extent it is real property titled to Lessor) to Lessee (or any designee of Lessee) free and clear of the Lien of this Lease, the Lien of the Credit Security Documents and any Lessor LiensLiens (but otherwise without representation or warranty of any kind); (b) a special warranty Xxxx of Sale conveying each the Property (to the extent it is personal propertyproperty owned by Lessor) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Security Documents and any Lessor LiensLiens (but otherwise without representation or warranty of any kind); (c) any real estate tax Tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and such other documents that are customarily obtained in the State where the Property is located; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit ; provided, no Financing Party shall be responsible for any representation or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed any other assurance other than the representations and warranties referenced in the Deed foregoing subsections (a) and Xxxx of Sale referenced above(b). The applicable Property shall be conveyed to Lessee “AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially ” and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXpresent physical condition. On the Expiration Date and/or any Payment Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. ProvidedDuring the term of any Lease, no Default Lessor grants to Lessee or Event its assigns an option to purchase the Premises on the terms and for a price, payable in cash, as described below. If Lessee decides to exercise its purchase option, it shall give Lessor ninety (90) days’ written notice. The purchase price for the Premises shall be the value as ascertained by an M.A.I. Appraiser mutually agreeable to the parties, pursuant to an appraisal, with a date not less than ninety (90) days prior to the closing date for the purchase option. Lessee will receive, at Lessor’s expense, title insurance on the Premises, subject to easements, restrictions and reservations of Default shall have occurred and be continuing (other than those that will be cured by record then in existence. When the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall exercise its option to purchase the Premises, as provided for herein, Lessor shall, as an incident to the above referenced closing, transfer, sign and convey any and all warranties, mechanical or otherwise that Lessor may possess or have rights under, affecting the equipment, fixtures, personalty, plumbing system, electrical system, heating, ventilation and air conditioning system, pertinent to the Premises and Lessor shall sell all, but not less than all, transfer whatever interests it may have to any personal property located upon or within the Properties on Premises. It is an express condition of Lessee exercising its purchase option that the Expiration Date or each Property or any Property as elected purchase price be an amount sufficient to satisfy the Lessor’s then current unpaid obligations to BB&T for any Payment Date prior to the Expiration Date at a price equal to acquisition of the Termination Value for such Properties (which the parties do not intend to be a “bargain” purchase price)Premises. Subject to Section 19.2In addition, in connection with any termination order for Lessee to exercise its purchase option (i) BB&T must agree to release the applicable number of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all shares pledged by Xxxxxx Xxxxxxx for that Premises and (ii) BB&T must provide partial releases of the Properties, personal guaranties of Xxxxxx Xxxxxxx and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2Xxxxx Xxxxx, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s cost and expense, each of the following: (a) a special warranty Deed conveying each Property least equal to the extent it is real property to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deed; (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Property shall be conveyed to Lessee “AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then unpaid obligations due and payable or accrued under this Lease and/or any other Operative AgreementBB&T for that Premises.

Lessee Purchase Option. Provided, no Lease Default or Lease Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the PropertiesProperty) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties Property on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties the Property (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2Lease, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a the Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a special or limited warranty Deed conveying each the Property (to the extent it is real property property) to Lessee (or Lessee's designee) free and clear of the Lien of this Lease, the Lien Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (b) a special warranty Xxxx Bill of Sale conveying each the Property (to the extent it is personal personxx property) to Lessee (or Lessee's designee) free and clear of the Lien of this Lease, the Lien Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deed; and (d) FIRPTA affidavits; affidavits and (e) any affidavits such documents or similar documents instruments as may be reasonably requested by Lessee to effect the conveyance and customarily required release contemplated by the title company in connection with such transactionsthis Section 20.2. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor Agent and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Property shall be conveyed to Lessee “(or Lessee's designee) "AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXpresent physical condition. On the Expiration Date and/or any Payment applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, Lessor or the Agent and all other partiesAgent, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Propertieseach applicable Property) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, each applicable Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties with respect to which such Lessee has executed a Lease Supplement on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s Guarantor's exercise of its the Purchase OptionOption on behalf of any Lessee, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by the applicable Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to such Lessee, at such Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by such Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property with respect to which such Lessee has executed a Lease Supplement (to the extent it is real property not subject to a Ground Lease) to such Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each such Property (to the extent it is personal property) to such Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and LesseeLessor. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The Each applicable Property shall be conveyed to the applicable Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties each applicable Property on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for each such Properties Property (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease or special or limited warranty Deed Deeds conveying each applicable Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx Bill of Sale conveying each applicable Property (to the extent txx xxtent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination or assignment, as applicable; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and LesseeLessor. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The Each applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option or Lessee shall otherwise be deemed to have elected to exercise the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, or cause a third party or Affiliate of Lessee to purchase all the Properties on the Expiration Date, Payment Date or each Property or other date duly identified in the notice from Lessor to Lessee following the occurrence of any Property as elected for any Payment Date prior to the Expiration Date Lease Event of Default at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “bargain” purchase price)Properties. Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate (or with respect to the exercise of the Purchase Option pursuant to Section 17.11, the date specified for such purchase by Lessor in its notice to Lessee in accordance with Section 20.1) with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lesseethe purchaser, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease (together with a special or limited warranty Deed for Improvements located on the Land subject such Ground Lease) and special or limited warranty Deeds conveying each Property (to the extent it is real property not subject to Lessee a Ground Lease) to the purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and the rights of the Financing Parties pursuant to any other Operative Agreement and any Lessor Liens; (b) a special warranty Xxxx Bill of Sale conveying each Property (to the extent it is personal propertypersonax xxoperty) to Lessee the purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and the rights of the Financing Parties pursuant to any other Operative Agreement and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deed; (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by Deed and/or the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Property shall be conveyed to Lessee “AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.applicable

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, all the Properties on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase or shall cause its nominee to purchase all of Lessor's right, title and Lessor shall sell all, but not less than all, interest in and to the Properties for which the Purchase Option was elected (or deemed elected) on the Expiration Date or each Property or any Property as elected for any Payment Date prior date on which such purchase is scheduled to the Expiration Date occur at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as reasonably requested by the Lessee) of the Head Lease and each applicable Ground Lease and special or limited warranty Deed Deeds conveying each such Property (to the extent it is real property not subject to the Head Lease or a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx of Sale conveying each such Property (to the extent it is personal propertyproperty and not subject to the Head Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Head Lease or Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “"AS-IS, WHERE-IS”" and in then present physical condition. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable 's discretion), then Lessee shall be obligated to purchase Lessor's right, title and interest in and to each such Property pursuant to this Article XXSection 20.2. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all one or more of the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, the applicable Lessee shall purchase and Lessor shall sell all, but not less than all, the Property or Properties identified (or deemed to be identified) in the applicable Election Notice on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Property or Properties (which the parties do not intend to be a “"bargain” " purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2, or in connection with a particular Lessee’s 's exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property one or all of the more Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to such Lessee, at such Lessee’s 's cost and expense, each of the following: (a) a termination or assignment (as requested by the applicable Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each affected Property (to the extent it is real property not subject to a Ground Lease) to the applicable Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx Bill of Sale conveying each affected Property (to the extent it is personal pexxxxal property) to the applicable Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to the applicable Lessee “"AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially " and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XX. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreementpresent physical condition.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the Properties) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties Property on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration applicable Election Date at a price equal to the Termination Value for such Properties the Property (which the parties do not intend to be a “bargain” purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.2Lease, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a the Property or all of the Properties, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s cost and expense, each of the following: (a) a special warranty Deed conveying each Property an assignment of the Appurtenant Rights (to the extent assignable) and an assignment or termination of the Ground Lease (as requested by the Lessee) (to the extent it is real property property) to Lessee (or Lessee’s designee) free and clear of the Lien of this Lease, the Lien Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (b) a special warranty Xxxx Bxxx of Sale conveying each the Property (to the extent it is personal property) to Lessee (or Lessee’s designee) free and clear of the Lien of this Lease, the Lien Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable Deedassignment of the Appurtenant Rights or the assignment or termination of the Ground Lease; and (d) FIRPTA affidavits; affidavits and (e) any affidavits such documents or similar documents instruments as may be reasonably requested by Lessee to effect the conveyance and customarily required release contemplated by the title company in connection with such transactionsthis Section 20.2. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor Agent and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. The applicable Property shall be conveyed to Lessee (or Lessee’s designee) “AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially ” and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXpresent physical condition. On the Expiration Date and/or any Payment applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, Lessor or the Agent and all other partiesAgent, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessee Purchase Option. Provided, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for all the PropertiesProperty) and provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase and Lessor shall sell all, but not less than all, the Properties Property on the Expiration Date or each Property or any Property as elected for any Payment Date prior to the Expiration Date at a price equal to the Termination Value for such Properties (which the parties do not intend to be a “bargain” purchase price). Subject to Section 19.2, in connection with any termination of this Lease with respect to any the Property pursuant to the terms of Section 16.2, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to a Property or all of the PropertiesProperty, and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s cost and expense, each of the following: (a) a termination or assignment (as requested by the Lessee) of each applicable Ground Lease and special or limited warranty Deed Deeds conveying each the Property (to the extent it is real property not subject to a Ground Lease) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a special warranty Xxxx xxxx of Sale sale conveying each the Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor LiensLiens and, to the extent the following are agreed to by the Agent in its reasonable discretion, such title affidavits and other documents as may be reasonably requested by any title insurance underwriter issuing title insurance in connection with the acquisition of the Property by Lessee; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the applicable DeedDeed and/or the applicable Ground Lease termination; and (d) FIRPTA affidavits; and (e) any affidavits or similar documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced aboveLessor. The applicable Property shall be conveyed to Lessee “AS-IS, WHERE-IS”. If any Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially ” and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase each such Property pursuant to this Article XXpresent physical condition. On the Expiration Date and/or any Payment Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor, the Agent and all other parties, as appropriate, in addition to payment of the Termination Value, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement.