Common use of Maintenance and Repair; Return Clause in Contracts

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether ordinary or extraordinary or foreseen or unforeseen, in each case as required by all Requirements of Law and Insurance Requirements (except where the failure to comply would not have a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in the operation and maintenance of other comparable properties owned or leased by Lessee or its Affiliates. (b) Neither the Lessor Trust nor any Certificate Holder shall under any circumstances be required to build any improvements on any Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of Law, Insurance Requirement, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Term. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease with respect to each Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein), vacate and surrender such Property to the Agent Certificate Holder in its then current "AS IS" condition, subject to the Lessee's obligations under Articles VIII, IX, X, XI, XIII, XIV and XX.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other retail and commercial properties comparable properties owned or leased by Lessee or its Affiliatesin type and location to the applicable Property subject, however, to the provisions of Section 15 with respect to Condemnation and Casualty. (b) Neither the Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements Improvements on any Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of any Property, and Lessee waives any the right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Termin effect. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each a Property and solely in accordance with the terms hereof (other than as a result of the Lessee's purchase of the Property such property from the Lessor Trust as provided herein), vacate vacate, surrender and surrender transfer such Property to Lessor or a purchaser, at Lessee's own expense, free and clear of all Liens other than Permitted Liens and Lessor Liens, in as good condition as they were on its Completion Date, or the Agent Certificate Holder in its then current "AS IS" condition, date same became subject to this Lease, whichever is applicable, ordinary wear and tear excepted, and in compliance with all Legal Requirements, Insurance Requirements and the Lessee's obligations other requirements of this Lease (and in any event without (x) any asbestos installed or maintained in any part of such Property, (y) any polychlorinated byphenyls (PCBs) in, on or used, stored or located at such Property, and (z) any other Hazardous Materials). Lessee shall cooperate with any independent purchaser of such Property in order to facilitate the ownership and operation by such purchaser of such Property after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of such Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of such Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications commenced prior to such expiration or earlier termination of the Term. The obligation of Lessee under Articles VIII, IX, X, XI, XIII, XIV and XXthis Section 10.1(c) shall survive the expiration or termination of this Lease. Nothing herein shall be construed to authorize the return of any Property unless expressly provided herein.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each the Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other commercial properties comparable properties owned or leased by Lessee or its Affiliates. (b) Neither in type and location to the Property subject, however, to the provisions of Article 15 with respect to Condemnation and Casualty. Under no circumstances shall Lessor Trust nor any Certificate Holder shall under any circumstances itself be required to build any improvements Improvements on any the Property, make any repairs, replacements, alterations or renewals of any nature or description to any the Property, make any expenditure whatsoever in connection with this Master Lease or maintain the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder shall not be required to maintain, repair, repair or rebuild all or any part of the Property, and Lessee waives the right to (i) require Lessor to maintain, repair or rebuild all or any Property part of the Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Term. (c) The in effect. Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each the Property not including a purchase thereof by Lessee, vacate, surrender and transfer the Property to Lessor or, at Lessor's request, the independent purchaser thereof, at Lessee's own expense, free and clear of all tenancies, free and clear of all Liens other than Permitted Liens and Lessor Liens, in as good condition as it was on the Closing Date, ordinary wear and tear excepted, and in compliance with all Legal Requirements and the other requirements of this Lease (and in any event without (x) any asbestos installed or maintained in any part of the Property, (y) any polychlorinated biphenyls (PCBs) in, on or used, stored or located at the Property, and (z) any other Hazardous Substances). Lessee shall cooperate with any independent purchaser of the Property in order to facilitate the ownership or leasing and operation by such purchaser of the Property after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications commenced prior to such expiration or earlier termination of the Term. The obligation of Lessee under this Section 10.1(c) shall survive the expiration or termination of this Lease. If any component of the Property becomes worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, within a reasonable time will replace such component with a replacement component which is free and clear of all Liens (other than as Permitted Liens and Lessor Liens) and has a result value, utility and useful life at least equal to the component replaced (assuming the component replaced had been maintained and repaired in accordance with the requirements of the Lessee's purchase of this Lease). All components which are added to the Property from shall immediately become the property of (and title thereto shall vest in) Lessor Trust as provided herein), vacate and surrender such shall be deemed incorporated in the Property to the Agent Certificate Holder in its then current "AS IS" condition, and subject to the Lessee's obligations under Articles VIII, IX, X, XI, XIII, XIV and XXterms of this Lease as if originally leased hereunder.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain cause each Property item of Equipment to be operated, serviced, maintained and repaired (i) so as to keep it in good condition (operable condition, ordinary wear and tear excepted; (ii) in accordance with the terms of any vendor's or manufacturer's warranties and specifications; (iii) in a manner consistent with standard industry practice for similar equipment and Lessee's maintenance practices applicable to its other similar equipment and applicable Insurance Requirements; (iv) in accordance with all Legal Requirements; and (v) so as to permit the continued operation as a gas-fired combustion turbine capable of producing electricity. Lessee shall make all necessary repairs thereto, of every kind and nature whatsoever, whether ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Requirements of Law Legal Requirements, Insurance Requirements, and Insurance Requirements (except where the failure to comply would not have manufacturer's specifications and standards and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis consistent with the operation and maintenance of other properties or equipment comparable properties owned or leased by Lessee or its Affiliatesin type and function to the applicable Equipment, subject, however, to the provisions of Section 15.1 hereof with respect to Events of Loss. (b) Neither Lessee shall not use or locate the Equipment outside of the United States. Lessee shall not move or relocate the Equipment to any location other than a location listed on the applicable Equipment Schedule hereto unless Lessee shall provide Lessor Trust nor with written notice of such relocation not less than thirty (30) days after such relocation or such lesser period as allowed by law and Lessee shall file any Certificate Holder Uniform Commercial Code financing statements with respect to such Equipment in such filing offices, to the extent required by law, and obtain such landlord waivers and/or mortgagee waivers with respect to such Equipment, as Lessor shall require. (c) Upon reasonable advance notice, Lessor and its agents shall have the right to inspect the Equipment and all maintenance records with respect thereto at any reasonable time during normal business hours but shall not, in the absence of a Lease Event of Default, materially disrupt the business of Lessee. Lessee shall cause an appraisal with respect to the Equipment in form and substance satisfactory to Lessor to be provided to Lessor at Lessee's sole expense (i) following Lessor's reasonable request, in the absence of a Lease Default or Lease Event of Default, no more than once a year following the Final Closing Date, and (ii) at such other times as Lessor may request if a Lease Default or Lease Event of Default shall have occurred and be continuing. (d) Lessor shall under any no circumstances be required to build any improvements on any Property, make any repairs, replacements, alterations or renewals modifications of any nature or description to any PropertyEquipment, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property Equipment in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of any Equipment, and Lessee waives any the right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property Equipment, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Termin effect. (ce) The Lessee shall, upon the expiration or earlier termination of this Master Lease with respect to each Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein)Equipment, vacate and if Lessee shall not have exercised its Purchase Option or Expiration Date Purchase Option with respect to such Equipment, surrender such Property Equipment to the Agent Certificate Holder Lessor in its then current then-current, "AS IS" condition, subject to the Lessee's obligations under Articles VIIISections 9, IX10.l(a), X10.2, XI11, XIII12, XIV 17 and XX23.1 hereof.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by in substantial compliance with all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other commercial properties comparable properties owned or leased by Lessee or its Affiliatesin type and location to the applicable Property subject, however, to the provisions of Section 15 with respect to Condemnation and Casualty. (b) Neither the Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements on any Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of any Property, and Lessee waives any the right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Termin effect. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein)Property, vacate vacate, surrender and surrender transfer such Property to the Agent Certificate Holder in its then current "AS IS" conditionLessor, subject to the at Lessee's obligations own expense, free and clear of all Liens other than (i) Liens of the types described in clause (i) of the definition of Permitted Liens, (ii) Liens of the type described in clause (ii) of the definition of Permitted Exceptions and (iii) Lessor Liens, in as good condition as they were on the applicable Property Closing Date or, if later, the Completion Date in respect of such Property, ordinary wear and tear excepted, and in compliance with all Legal Requirements and the other requirements of this Lease (and in any event without (x) any asbestos installed or maintained in any part of such Property, (y) any polychlorinated byphenyls (PCBs) in, on or used, stored or located at such Property, and (z) any other Hazardous Substances in violation of Applicable Environmental Laws). Lessee shall cooperate with any independent purchaser of such Property in order to facilitate the ownership and operation by such purchaser of such Property after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of such Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of such Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications commenced prior to such expiration or earlier termination of the Term. The obligation of Lessee under Articles VIII, IX, X, XI, XIII, XIV and XXthis Section 10.1(c) shall survive the expiration or termination of this Lease.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each the Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other commercial properties comparable properties owned or leased by Lessee or its Affiliates. (b) Neither in type and location to the Property subject, however, to the provisions of Article 15 with respect to Condemnation and Casualty. - Lessor's obligation to make the Lessor Trust nor any Certificate Holder Contribution is as set forth in Section 2.1 of the Participation Agreement. Under no circumstances shall under any circumstances Lessor itself be required to build any improvements Improvements on any the Property, make any repairs, replacements, alterations or renewals of any nature or description to any the Property, make any expenditure whatsoever in connection with this Master Lease or maintain the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder shall not be required to maintain, repair, repair or rebuild all or any part of the Property, and Lessee waives the right to (i) require Lessor to maintain, repair or rebuild all or any Property part of the Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Term. (c) The in effect. - Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each the Property (not including a purchase thereof by Lessee, vacate, surrender and transfer the Property to Lessor or, at Lessor's request, the independent purchaser thereof, at Lessee's own expense, free and clear of all Liens other than Permitted Liens and Lessor Liens, in as a result good condition as it was on the Closing Date, ordinary wear and tear excepted, and in compliance with all Legal Requirements and the other requirements of this Lease (and in any event without (x) any asbestos installed or maintained in any part of the Lessee's purchase Property, (y) any polychlorinated biphenyls (PCBs) in, on or used, stored or located at the Property, and (z) any other Hazardous Substances). Lessee shall cooperate with any independent purchaser of the Property from in order to facilitate the Lessor Trust as provided herein), vacate ownership or leasing and surrender operation by such purchaser of the Property to after such expiration or earlier termination of the Agent Certificate Holder in its then current "AS IS" condition, subject to the Lessee's obligations under Articles VIII, IX, X, XI, XIII, XIV and XX.Term,

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each Property Site and Unit of Equipment in good condition and in good repair (ordinary wear and tear excepted) and operating order, and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or foreseen or unforeseennonstructural, in each case as required by all Requirements of Law Applicable Laws and Regulations and Insurance Requirements (except where and shall make all Required Modifications and Required Equipment Alterations. All of the failure foregoing obligations shall be carried out by Lessee on a basis and within the time period consistent with the operation and maintenance of properties and equipment comparable in type to comply would not have a Material Adverse Effect) the applicable Site or Unit of Equipment, and in no event applying standards of maintenance lower less than the standards applied by Lessee in the operation and maintenance of other comparable properties owned or leased by Lessee or its Affiliates.. Lessee shall not permit the names, initials or insignia of any Person other than Lessor or Agent to (b) Neither the Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements on any Leased Property, make any repairs, replacements, alterations or renewals of any nature or description to any Leased Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Leased Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of any Site or Unit of Equipment, and Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part portion of any Property the Leased Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawApplicable Laws and Regulations, Insurance Requirement, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Term. (c) The Unless Lessee has exercised its rights to purchase and purchases in accordance with Section 20.1 a Site or Equipment Group pursuant to its Purchase Option, Lessee shall, upon the expiration or earlier termination of this Master the applicable Site Lease with respect to each Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein)Supplement or Equipment Group Supplement, vacate and surrender such the Leased Property to Lessor free and clear of all Liens other than Permitted Exceptions and Lessor Liens, in as good condition as it was on the Agent Certificate Holder in its then current "AS IS" condition, date it became subject to this Lease, ordinary wear and tear excepted, and in compliance with all Applicable Laws and Regulations (and in any event without (x) any asbestos installed or maintained in any part of any Facility, (y) any polychlorinated biphenyls (PCBs) in, on or used or located at any Site, and (z) any other Hazardous Substances, except for Permitted Hazardous Substances); provided, however, that if Lessee elects the Lessee's obligations under Articles VIIIRemarketing Option, IX, X, XI, XIII, XIV nothing in this Section 10.1(c) shall relieve Lessee of its obligation to deliver an Environmental Audit and XXan environmental assessment satisfying the requirements of Section 22.1(b).

Maintenance and Repair; Return. (a) The From and after the Basic Term Commencement Date, the Lessee, at its sole cost and expense, without limiting those obligations of any permitted subtenant under a sublease pursuant to Article VI shall maintain each the Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Requirements of Law and Insurance Requirements (except where the failure to comply would not have a Material Adverse Effect) and in no event applying standards of maintenance lower less than the standards applied by the Lessee in the operation and maintenance of other comparable properties owned or leased by the Lessee or its Affiliates. (b) Neither the The Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements on any the Property, make any repairs, replacements, alterations or renewals of any nature or description to any the Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances Advance made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any the Property in any way. The Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any the Property or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of Law, Insurance Requirement, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Term. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease with respect to each the Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein), vacate and surrender such the Property to the Agent Certificate Holder Lessor in its then current then-current, "AS IS" condition, without any express or implied warranty subject to the Lessee's obligations under Articles VIIISections 8.3, IX9.1(a), X10.1, XI11.1, XIII14.1, XIV 14.2 and XX20. 1. Title to all improvements, furnishings, furniture, fixtures and any personal property of the Lessee which were not funded by the Lessor pursuant to the Participation Agreement, located on or about the Property whether or not affixed to the realty, shall, subject to the following sentence, be and remain the property of the Lessee throughout the Lease Term, and at any time during the Lease Term, and within thirty (30) days following the expiration or earlier termination date, may be removed by the Lessee or, at the Lessee's election surrendered with the Property, in which event title to such surrendered property shall, if the Lessor so elects, be deemed transferred to the Lessor. Notwithstanding the foregoing, any fixture constituting part of the Property which is required by Applicable Law or which cannot be removed without causing Material damage to or the diminution in the Fair Market Sales Value of the Property shall at all times remain part of the Property.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each the Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other commercial properties comparable properties owned or leased by Lessee or its Affiliatesin type and location to the Property subject, however, to the provisions of Article XV with respect to Condemnation and Casualty. (b) Neither the Agent Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements Improvements on any the Property, make any repairs, replacements, alterations or renewals of any nature or description to any the Property, make any expenditure whatsoever in connection with this Master Lease or maintain the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Agent Lessor shall not be required to maintain, repair or rebuild all or any part of the Property, and Lessee waives any the right to (i) require the Agent Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property the Property, or (ii) make repairs at the expense of Agent Lessor pursuant to the Lessor Trust Ground Lease or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Termin effect. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each the Property (not including a purchase thereof by Lessee, vacate, surrender and transfer the Property to Agent Lessor or, at Agent Lessor's request, the independent purchaser thereof, at Lessee's own expense, free and clear of all Liens other than Permitted Liens and Lessor Liens, in as a result good condition as they were on the Completion of the Lessee's purchase Improvements thereon, ordinary wear and tear excepted, and in compliance with all Legal Requirements and the other requirements of this Lease (and in any event without (x) any asbestos installed or maintained in any part of the Property, (y) any polychlorinated byphenyls (PCBs) in, on or used, stored or located at the Property, and (z) any other Hazardous Substances). Lessee shall cooperate with any independent purchaser of the Property from in order to facilitate the Lessor Trust as provided herein)ownership or leasing and operation by such purchaser of the Property after such expiration or earlier termination of the Term, vacate including providing all books, reports and surrender records regarding the maintenance, repair and ownership of the Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications commenced prior to such Property to expiration or earlier termination of the Agent Certificate Holder in its then current "AS IS" condition, subject to Term. The obligation of Lessee under this Section 10.1(c) shall survive the Lessee's obligations under Articles VIII, IX, X, XI, XIII, XIV and XXexpiration or termination of this Lease.

Maintenance and Repair; Return. (a) The From and after the Completion Date, Lessee, at its sole cost and expense, shall maintain each the Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other commercial properties comparable properties owned or leased by Lessee or its Affiliatesin type and location to the Property subject, however, to the provisions of Section 15 with respect to Condemnation and Casualty. (b) Neither the Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements Improvements on any the Property, make any repairs, replacements, alterations or renewals of any nature or description to any the Property, make any expenditure whatsoever in connection with this Master Lease or maintain the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of the Property, and Lessee waives any the right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property the Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Termin effect. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each the Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein), vacate vacate, surrender and surrender such transfer the Property to Lessor, at Lessee's own expense, free and clear of all Liens other than Permitted Liens and Lessor Liens, in as good condition as they were on the Agent Certificate Holder Completion, ordinary wear and tear excepted, and in its then current "AS IS" conditioncompliance with all Legal Requirements and the other requirements of this Lease (and in any event without (x) any asbestos installed or maintained in any part of the Property, (y) any polychlorinated byphenyls (PCBs) in, on or used, stored or located at the Property, and (z) any other Hazardous Materials in violation of applicable Hazardous Materials Laws). Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, to or for the benefit of Lessor or a purchaser, at least thirty Business Days prior to the expiration or earlier termination of the Term with respect to the Property, each of the following: (i) an endorsement to the title policy issued for the Property showing (A) record title of the Lessor in the leasehold or fee estate, as the case may be, subject to no Liens other than Permitted Liens described in clauses (i), (v), (viii) and (ix) of the definition of Permitted Liens, Liens described in clauses (ii) and (iii) of the definition of 13 9 Permitted Exceptions and Lessor Liens and (B) the Mortgage as a valid and perfected first lien; (ii) an environmental assessment for the Property satisfying the requirements set forth in Section 10.3 below; (iii) an assignment (to the extent assignable) of all of the Lessee's obligations right, title and interest in and to each agreement executed by Lessee in connection with the construction, renovation, development, use, maintenance or operation of the Property (including all warranty, performance, service and indemnity provisions); (iv) copies of all Plans and Specifications relating to the design, construction, renovation or development of the Property; (v) an assignment (to the extent assignable) of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the construction, operation and use of the Property; (vi) copies of all books and records, and in the event that Completion shall not have occurred, all Budgets and construction schedules, with respect to the construction, renovation, maintenance, repair, operation or use of the Property; and (vii) in the event that Completion shall not have occurred, (x) evidence satisfactory to Lessor that all building materials purchased or contracted for purchase which have not been incorporated into the Improvements at the Property are (A) owned by Lessor free from any Liens, (B) secured, segregated and identifiable (and if stored off-site, the location of such place of storage) and (C) insured under Articles VIIIpolicies in amounts and by insurers reasonably satisfactory to Lessor; (y) evidence satisfactory to Lessor that adequate provision has been made for the protection of materials stored on-site and for the protection of the Improvements, IXto the extent then constructed, Xagainst deterioration and against other loss or damage or theft, XIand (z) an agreement, XIIIin form and substance reasonably satisfactory to Lessor, XIV from all contractors, construction managers, architects, engineers and XXother designee professionals that each will continue to perform under their respective contracts for the benefit of Lessor or its assignee. Lessee shall cooperate with any independent purchaser of the Property in order to facilitate the ownership and operation by such purchaser of the Property after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion (or removal and restoration of the Improvements following such removal) of all Modifications commenced prior to such expiration or earlier termination of the Term. The obligation of Lessee under this Section 10.1(c) shall survive the expiration or termination of this Lease.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost ------------------------------ and expense, shall maintain each the Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other commercial properties comparable properties owned or leased by Lessee or its Affiliatesin type and location to the Property, subject, however, to the provisions of Section 15 with respect to Condemnation and Casualty. (b) Neither the Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements Improvements on any the Property, make any repairs, replacements, alterations or renewals of any nature or description to any the Property, make any expenditure whatsoever in connection with this Master Lease or maintain the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of the Property, and Lessee waives any the right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property the Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Termin effect. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each the Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein), vacate vacate, surrender and surrender such transfer the Property to Lessor, at Lessee's own expense, free and clear of all Liens other than Permitted Liens described in clauses (i) and (viii) of the Agent Certificate Holder definition of Permitted Liens, Liens described in clause (ii) of the definition of Permitted Exceptions, and Lessor Liens, in as good condition as they were on the Closing Date, ordinary wear and tear excepted, and in compliance with all Legal Requirements and the other requirements of this Lease (and in any event without (x) any asbestos installed or maintained in any part of the Property, (y) any polychlorinated byphenyls (PCBs) in, on or used, stored or located at the Property, and (z) any other Hazardous Substances, other than as disclosed in the Environmental Audit). If Lessee has not exercised its then current "AS IS" conditionMaturity Date Purchase Option, Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, to or for the benefit of Lessor or a purchaser, at least thirty Business Days prior to the expiration or earlier termination of the Term with respect to the Property, each of the following: (i) an endorsement to the title policy issued for the Property showing (A) record title of the Lessor in the fee estate, subject to no Liens other than Permitted Liens described in clauses (i) and (viii) of the definition of Permitted Liens, Liens described in clause (ii) of the definition of Permitted Exceptions, and Lessor Liens and (B) the Mortgage as a valid and perfected first lien; (ii) an environmental assessment for the Property satisfying the requirements set forth in Section 10.3 below; (iii) an assignment (to the extent assignable) of all of the Lessee's obligations right, title and interest in and to each agreement executed by Lessee in connection with the construction, renovation, development, use, maintenance or operation of the Property (including all warranty, performance, service and indemnity provisions); (iv) copies of all plans and specifications relating to the design, construction, renovation or development of the Property; (v) an assignment (to the extent assignable) of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the construction, operation and use of the Property; (vi) copies of all books and records, with respect to the construction, renovation, maintenance, repair, operation or use of the Property. Lessee shall reasonably cooperate with any independent purchaser of the Property in order to facilitate the ownership and operation by such purchaser of the Property after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications commenced prior to such expiration or earlier termination of the Term. The obligation of Lessee under Articles VIII, IX, X, XI, XIII, XIV and XXthis Section 10.1(c) shall survive the expiration or termination of this Lease.

Maintenance and Repair; Return. (a) The Each Lessee, at its sole cost and expense, shall maintain (i) the Headquarters Building as a first-class office building; (ii) each Property other than the Headquarters Building as a distribution facility for pharmaceutical products; and (iii) each Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Requirements of Law Law, Property Legal Requirements and Insurance Requirements (except where and on a basis consistent with the failure operation and maintenance of properties comparable in type, use and location to comply would not have a Material Adverse Effect) the applicable Property and in no event applying standards of maintenance lower less than the standards applied by Lessee the Company in the operation and maintenance of other comparable properties owned or leased by Lessee the Company or its Affiliates. (b) Neither the The Lessor Trust nor any Certificate Holder shall not under any circumstances be required to build any improvements on any Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Each Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Master Lease Requirement of Law, Property Legal Requirement, Insurance Requirement, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Term. (c) The Each Lessee shall, upon the expiration or earlier termination of this Master Lease with respect to each any Property (other than as a result of the such Lessee's purchase of the such Property from the Lessor Trust as provided herein), vacate and surrender such Property to the Agent Certificate Holder Lessor in its then current then-current, "AS IS" condition, subject to the such Lessee's obligations under Articles VIIISECTIONS 8.3, IX9.1(a), X10.1, XI11.1, XIII14.1(d), XIV 14.2 and XX20.1.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each the Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Requirements of Law and Insurance Requirements (except where other than those Requirements of Law or Insurance Requirements being contested by the failure Lessee in good faith) and on a basis consistent with the operation and maintenance of properties comparable in type and location to comply would not have a Material Adverse Effect) the Property and in no event applying standards of maintenance lower less than the standards applied by the Lessee in the operation and maintenance of other comparable properties owned or leased by the Lessee or its Affiliates. (b) Neither the The Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements on any the Property, make any repairs, replacements, alterations or renewals of any nature or description to any the Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement this Lease and the Construction Agency Agreement) or maintain any the Property in any way. The Lessor shall not be required to maintain, repair or rebuild all or any part of the Property, and the Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property the Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of Law, Insurance Requirement, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Term. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease with respect to each Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein)Lease, vacate and surrender such Property to the Agent Certificate Holder Lessor in its then current then-current, "AS IS" condition, subject to the Lessee's obligations under Articles VIIISections 12.3, IX13.1(a), X14.1, XI15.1, XIII18.1(e), XIV 18.2 and XX24.1, unless the Lessee has purchased the Property from the Lessor as provided herein.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other commercial properties comparable properties owned or leased by Lessee or its Affiliatesin type and location to each Property, subject, however, to the provisions of Article XV with respect to Condemnation and Casualty. (b) Neither the Following Completion of any Property, Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements Improvements on any such Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of any Property, and Lessee waives any the right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property a Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Termin effect. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each a Property not including a purchase thereof by Lessee, vacate, surrender and transfer such Property to Lessor or, at Lessor's request, the independent purchaser thereof, at Lessee's own expense, free and clear of all Liens other than Lessor Liens and Permitted Exceptions, in as good condition as it was on the Completion of the Improvements thereon or on such termination date, if during the Construction Period, ordinary wear and tear during the Term excepted, and in compliance with all Legal Requirements and the other requirements of this Lease and the Construction Agency Agreement (and in any event without (x) any asbestos installed or maintained in any part of such Property, (y) any polychlorinated byphenyls (PCBs) in, on or used, stored or located at such Property, and (z) any other Hazardous Substances). Lessee shall cooperate with any independent purchaser of a Property in order to facilitate the ownership or leasing and operation by such purchaser of such Property after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of such Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of such Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications commenced prior to such expiration or earlier termination of the Term. The obligation of Lessee under this SECTION 10.1(C) shall survive the expiration or termination of this Lease. (d) If any component of any Property becomes worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, unless failure to replace such component will have no adverse effect upon the Fair Market Sales Value of the Property, Lessee, at its own expense, within a reasonable time will replace such component with a replacement component which is free and clear of all Liens (other than as Permitted Exceptions and Lessor Liens) and has a result value, utility and useful life at least equal to the component replaced (assuming the component replaced has been maintained and repaired in accordance with the requirements of this Lease). All components which are added to any Property shall immediately become the Lessee's purchase property of the Property from the (and title thereto shall vest in) Lessor Trust as provided herein), vacate and surrender shall be deemed incorporated in such Property to the Agent Certificate Holder in its then current "AS IS" condition, and subject to the Lessee's obligations under Articles VIII, IX, X, XI, XIII, XIV and XXterms of this Lease as if originally leased hereunder.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expenseexpense (without limiting the Construction Agent's rights to request Fundings with respect to each Construction Period Property in accordance with the provisions of the Participation Agreement prior to the respective Basic Rent Commencement Date), shall maintain each Property in good condition condition, repair and working order (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural, or foreseen or unforeseen, in each case as required by all Requirements of Law Legal Requirements, Insurance Requirements, and Insurance Requirements (except where the failure to comply would not have manufacturer's specifications and standards and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis consistent with the operation and maintenance of other properties or equipment comparable properties owned or leased by Lessee or its Affiliatesin type and function to the applicable Property and in compliance with standard industry practice, subject, however, to the provisions of ARTICLE XV with respect to Condemnation and Casualty. (b) Neither Lessee shall not use or locate any component of any Property outside of any Approved Country. Lessee shall not move or relocate any component of any Property beyond the boundaries of the Land described in the applicable Lease Supplement without Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. (c) If any material component of any Property becomes worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense (without limiting the Construction Agent's rights to request Fundings with respect to each Construction Period Property in accordance with the provisions of the Participation Agreement prior to the respective Basic Rent Commencement Date), will within a reasonable time replace such component with a replacement component which is free and clear of all Liens (other than Permitted Liens) and has a value, utility and useful life at least equal to the component replaced. All components which are added to any Property shall immediately become the property of, and title thereto shall vest in, Lessor, and shall be deemed incorporated in such Property and subject to the terms of this Lease as if originally leased hereunder. (d) Upon reasonable advance notice, Lessor Trust nor and its agents shall have the right to inspect each Property and all maintenance records with respect thereto at any Certificate reasonable time during normal business hours but shall not materially disrupt the business of Lessee. (e) Lessor or the Agent (at Lessee's sole expense) may cause to be prepared (at Lessee's sole expense) any additional Appraisals (or reappraisals) as Lessor or the Agent may deem appropriate (i) if an Event of Default has occurred and is continuing, or (ii) if any one of Lessor, the Agent, any Lender or any Holder is required pursuant to any applicable Legal Requirement to obtain such an Appraisal (or reappraisal). (f) Lessor shall under any no circumstances be required to build any improvements on any Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of any Property, and Lessee waives any the right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property (unless such repairs are needed to cure damage to a Property caused by the gross negligence or willful misconduct of the Lessor), or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Termin effect. (cg) The Lessee shall, upon the expiration of the Term or earlier termination of this Master Lease with respect to each Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein)Property, vacate and if Lessee shall not have exercised its Purchase Option with respect to such Property, surrender such Property to Lessor, or the Agent Certificate Holder in its then current "AS IS" conditionthird party purchaser, as the case may be, subject to the Lessee's obligations under Articles VIIIthis Lease (including without limitation SECTIONS 9.1, IX10.1(A)-(F), X10.2, XI11.1, XIII12.1, XIV and XX22.1 AND 23.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost ------------------------------ and expense, shall maintain each Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements of Law and Insurance Requirements (except where the failure to comply would not have and on a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by Lessee in basis reasonably consistent with the operation and maintenance of other commercial properties comparable properties owned or leased by Lessee or its Affiliatesin type and location to the applicable Property subject, however, to the provisions of Section 15 with respect to Condemnation and Casualty. (ba) Neither the Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements Improvements on any Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of any Property, and Lessee waives any the right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property Property, or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of LawLegal Requirement, Insurance Requirement, contract, agreement, or covenantcovenants, condition or restriction in effect at any time during the Lease Termin effect. (cb) The Lessee shall, upon the expiration or earlier termination of this Master Lease the Term with respect to each a Property (unless the Property is being conveyed to Lessee), vacate, surrender and transfer such Property to Lessor, at Lessee's own expense, free and clear of all Liens other than Permitted Liens and Lessor Liens, in as good condition as they were on the Property Closing Date in the case of a Completed Property or on the Completion Date in the case of a Construction Period Property, ordinary wear and tear excepted, and in compliance with all Legal Requirements and the other requirements of this Lease (and in any event without (x) any asbestos installed or maintained in any part of such Property, (y) any polychlorinated byphenyls (PCBs) in, on or used, stored or located at such Property, and (z) any other Hazardous Substances). Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, (unless the Property is being conveyed to Lessee) to or for the benefit of Lessor or a purchaser, at least thirty Business Days prior to the expiration or earlier termination of the Term with respect to a Property, each of the following: (i) an endorsement to the title policy issued for such Property showing (A) record title of the Lessor in the leasehold or fee estate, as the case may be, subject to no Liens other than Permitted Liens described in clauses (i),(v) and (viii) of the definition of Permitted Liens, Liens for Taxes not yet due, Liens described in clauses (iii) and (iv) of the definition of Permitted Exceptions and Lessor Liens and (B) the Mortgage as a result valid and perfected first lien; (ii) an environmental assessment for such Property satisfying the requirements set forth in Section 10.3 below; (iii) an assignment (to the extent assignable) of all of the Lessee's right, title and interest in and to each agreement executed by Lessee in connection with the construction, renovation, development, use, maintenance or operation of such Property (including all warranty, performance, service and indemnity provisions); (iv) to the extent available, copies of all Plans and Specifications relating to the design, construction, renovation or development of such Property; (v) an assignment (to the extent assignable) of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the construction, operation and use of such Property; (vi) copies of all books and records, and in the case of any Non-Completed Property, all Budgets and construction schedules, with respect to the construction, renovation, maintenance, repair, operation or use of such Property; (vii) in the case of any Non-Completed Property, (x) evidence satisfactory to Lessor that all building materials purchased or contracted for purchase which have not been incorporated into the Improvements at such Property are (A) owned by Lessor free from any Liens, (B) secured, segregated and identifiable (and if stored off-site, the location of such place of storage) and (C) insured under policies in amounts and by insurers reasonably satisfactory to Lessor; (y) evidence satisfactory to Lessor that adequate provision has been made for the protection of materials stored on-site and for the protection of the Property Improvements, to the extent then constructed, against deterioration and against other loss or damage or theft, and (z) an agreement, in form and substance reasonably satisfactory to Lessor, from all contractors, construction managers, architects, engineers and other designee professionals that each will continue to perform under their respective contracts for the benefit of Lessor or its assignee; and (viii) an estoppel certificate in form and substance reasonably acceptable to Lessor from the Lessor Trust as provided herein), vacate and surrender ground lessor of any Ground Lease. Lessee shall cooperate with any independent purchaser of such Property in order to facilitate the ownership and operation by such purchaser of such Property after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of such Property and all data and technical information relating thereto. Lessee shall assign to Lessor or to any independent purchaser of such property all licenses necessary for the operation and maintenance of such Property (to the Agent Certificate Holder extent assignable) and if requested by Lessor or by such independent purchaser, shall use best efforts in its then current "AS IS" conditionseeking and obtaining all licenses, subject permits and approvals of Governmental Authorities for the benefit of such independent purchaser necessary for the operation of such Property for the uses set forth in Section 8.2 hereof. Lessee shall have also paid the total cost for the completion of all Modifications commenced prior to such expiration or earlier termination of the Lessee's obligations Term. The obligation of Lessee under Articles VIII, IX, X, XI, XIII, XIV and XXthis Section 10.1(c) shall survive the expiration or termination of this Lease.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each Property in good condition (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Requirements of Law Law, Property Legal Requirements and Insurance Requirements (except where the failure to comply would not have a Material Adverse Effect) and in no event applying standards of maintenance lower less than the standards applied by the Lessee in the operation and maintenance of other comparable properties owned or leased by the Lessee or its Affiliates. (b) Neither the The Lessor Trust nor any Certificate Holder shall under any no circumstances be required to build any improvements on any Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any Property in any way. The Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any Property or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of Law, Property Legal Requirement, Insurance Requirement, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Term. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease with respect to each any Property (other than as a result of the Lessee's purchase of the such Property from the Lessor Trust as provided herein), vacate and surrender such Property to the Agent Certificate Holder Lessor in its then current then-current, "AS IS" condition, subject to the Lessee's obligations under Articles VIIISECTIONS 8.3, IX9.1(a), X10.1, XI11.1, XIII14.1(e), XIV 14.2 and XX20.1.

Maintenance and Repair; Return. (a) The Lessee, at its sole cost and expense, shall maintain each the Property in as good condition as when delivered to the Lessee hereunder (ordinary wear and tear excepted) and make all necessary repairs and Modifications thereto, of every kind and nature whatsoever, whether ordinary or extraordinary or foreseen or unforeseen, in each case as required by all Requirements of Law and Insurance Requirements (except where the failure to comply would not have a Material Adverse Effect) and in no event applying standards of maintenance lower than the standards applied by the Lessee in the operation and maintenance of other comparable properties owned or leased by the Lessee or its Affiliates. (b) Neither the The Lessor Trust nor any Certificate Holder shall not under any circumstances be required to build any improvements on any the Property, make any repairs, replacements, alterations or renewals of any nature or description to any the Property, make any expenditure whatsoever in connection with this Master Lease or the Lease Supplement (other than for Advances made in accordance with and pursuant to the terms of the Participation Agreement and the Construction Agency Agreement) or maintain any the Property in any way. The Lessee waives any right to (i) require the Lessor Trust or any Certificate Holder to maintain, repair, or rebuild all or any part of any the Property or (ii) make repairs at the expense of the Lessor Trust or any Certificate Holder pursuant to any Requirement of Law, Insurance Requirement, contract, agreement, or covenant, condition or restriction in effect at any time during the Lease Term. (c) The Lessee shall, upon the expiration or earlier termination of this Master Lease with respect to each the Property (other than as a result of the Lessee's purchase of the Property from the Lessor Trust as provided herein), vacate and surrender such the Property to the Agent Certificate Holder Lessor in its then current "AS IS" condition, subject to the Lessee's obligations under Articles VIII, IX, condition required by this Master Lease. ARTICLE X, XI, XIII, XIV and XX.