Common use of Partial Termination Procedures Clause in Contracts

Partial Termination Procedures. On the date of the payment by the ------------------------------ Lessee of the Equipment Balance with respect to any of the Equipment in accordance with Section 15.1 (such date, the "Partial Termination Date"), this ------------ ------------------------ Master Lease shall terminate with respect to such Equipment and, concurrent with the Lessor's receipt of such payment, (a) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee) at the Lessee's cost and expense a ▇▇▇▇ of sale with respect to such Equipment, without recourse, representation or warranty of any kind whatsoever, and with the disclaimers set forth in Section 2.4 ----------- hereof, in each case in conformity with local custom and free and clear of the Lien of the Lessor First Security Agreement and the Lessor Second Security Agreement, and any Lessor Liens attributable to the Lessor; (b) such item of the Equipment shall be conveyed to the Lessee (or to the Lessee's designee) "AS IS" and in its then present physical condition subject to each of the disclaimers set forth in Section 2.4 hereof; and ----------- (c) any Net Proceeds with respect to the Casualty or Condemnation giving rise to the termination of this Master Lease with respect to such item of the Equipment theretofore received by the Agent shall be applied against sums due hereunder and any remaining balance shall be paid to the Lessee provided that no Lease Event of Default is then existing.

Partial Termination Procedures. On the date of the payment by the ------------------------------ a Lessee of the Equipment Property Balance with respect to any of the Equipment Property in accordance with Section SECTION 15.1 (such date, the "Partial Termination DatePARTIAL TERMINATION DATE"), the Lease Supplement relating to such affected Property shall terminate and this ------------ ------------------------ Master Lease shall terminate with respect to such Equipment Property and, concurrent with the Lessor's receipt of such payment, (a) the Lessor shall execute and deliver to the Lessee of such Property (or to the such Lessee's designee) at the such Lessee's cost and expense expense: (x) a ▇▇▇▇ of sale deed with respect to such EquipmentProperty (and, with respect to the Headquarters Building, such deed shall apply only to Improvements located on such Property and shall be accompanied by a termination of the Ground Lease) without recourse, representation or warranty except with respect to covenants against grantor's acts and to Lessor Liens, (y) a quitclaim bill ▇▇ sale with respect to the Equipment located on such Property and (z) an assignment of the entire interest of the Lessor held in such Property (which shall include an assignment of all of the right, title and interest of the Lessor in and to any kind whatsoever, and Net Proceeds with respect to such Property not previously received by the disclaimers set forth in Section 2.4 ----------- hereofLessor), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of the Lessor First Security Agreement and the Lessor Second Security Agreement, Mortgage and any Lessor Liens attributable to the Lessor;; and (b) such item of the Equipment Property shall be conveyed to the Lessee of such Property (or to the such Lessee's designee) "AS IS" and in its then present physical condition subject to each of the disclaimers set forth in Section 2.4 hereofcondition; and -----------and (c) any Net Proceeds with respect the Lessor shall execute and deliver to the Casualty or Condemnation giving rise Lessees and the Lessees' title insurance company an affidavit as to the Lessor's title and Lessor Liens attributable to it and shall execute and deliver to Lessee a statement of termination of this Master Lease, the applicable Lease with respect Supplement and the Construction Agency Agreement, in each case to the extent such Operative Documents relate to such item Property, and shall use reasonable efforts to cause the Lenders to execute and deliver a release of the Equipment theretofore received Assignment of Leases and Rents, the Lease Supplement, the Lessor Mortgage, the Lessor Financing Statements and the Construction Agency Agreement Assignment and, to the extent reasonably requested by the Agent shall be applied against sums due hereunder and Lessees, any remaining balance shall be paid other Operative Documents, in each case to the Lessee provided that no Lease Event of Default is then existingextent relating to such Property.

Partial Termination Procedures. On the date of the payment by the ------------------------------ Lessee of the Equipment Balance with respect all amounts required to any of the Equipment be paid under Section 15.1, in accordance with the procedures set forth in Section 15.1 (such date, the "Partial Termination Date"), this ------------ ------------------------ Master Lease shall terminate with respect to such Equipment and, concurrent with Affected Property. The Lessor shall take the Lessorfollowing actions in respect of the applicable Affected Property upon the Administrative Agent's receipt of all amounts due with respect to such payment,Affected Property and all other amounts then due in accordance with Section 15.1: (a) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee) at the Lessee's cost and expense (which expenses include, without limitation, the payment of any transfer taxes): (i) a deed with respect to the Affected Property containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), (ii) a ▇▇▇▇ of sale with respect to the interest of the Lessor in any items of personalty or Equipment on such EquipmentAffected Property, without recoursecontaining representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), representation or warranty and (iii) an assignment of any kind whatsoeverand all other interests of the Lessor in such Affected Property not otherwise conveyed in such deed or ▇▇▇▇ of sale (which shall include an assignment of all of the right, title and with interest of the disclaimers set forth Lessor in Section 2.4 ----------- hereofand to any Excess Casualty/Condemnation Proceeds), in each case in recordable form and otherwise in conformity with local custom and free and clear to the extent consistent with the foregoing scope of the Lien of the Lessor First Security Agreement Lessor's representations and the Lessor Second Security Agreement, and any Lessor Liens attributable to the Lessorwarranties; (b) such item of the Equipment Affected Property shall be conveyed to the Lessee (or to the Lessee's designee) "AS IS" and in its then present physical condition subject to each of the disclaimers set forth in Section 2.4 hereofcondition; and -----------and (c) any at the request of the Lessee, Net Proceeds with respect to the Casualty or Condemnation giving rise to the termination of this Master Lease with respect to such item of the Equipment theretofore received by the Agent Affected Property shall be applied against sums amounts due hereunder hereunder, and any remaining balance the Lessor shall be paid convey to the Lessee provided that no Lease Event of Default is then existingany Excess Casualty/Condemnation Proceeds with respect to the Affected Property.

Partial Termination Procedures. On the date of the payment by the ------------------------------ Lessee of the Equipment Balance with respect all amounts required to any of the Equipment be paid under Section 15.1, in accordance with the procedures set forth in Section 15.1 (such date, the "Partial Termination Date"), this ------------ ------------------------ Master Lease shall terminate with respect to such Equipment and, concurrent with Affected Property. The Lessor shall take the Lessorfollowing actions in respect of ▇▇▇ Research Corporation Amended and Restated Master Lease the applicable Affected Property upon the Administrative Agent's receipt of all amounts due with respect to such payment,Affected Property and all other amounts then due in accordance with Section 15.1: (a) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee) at the Lessee's cost and expense (which expenses include, without limitation, the payment of any transfer taxes): (i) a deed with respect to the Affected Property containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), (ii) a ▇▇▇▇ of sale with respect to the interest of the Lessor in any items of personalty or Equipment on such EquipmentAffected Property, without recoursecontaining representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), representation or warranty and (iii) an assignment of any kind whatsoeverand all other interests of the Lessor in such Affected Property not otherwise conveyed in such deed or ▇▇▇▇ of sale (which shall include an assignment of all of the right, title and with interest of the disclaimers set forth Lessor in Section 2.4 ----------- hereofand to any Excess Casualty/Condemnation Proceeds), in each case in recordable form and otherwise in conformity with local custom and free and clear to the extent consistent with the foregoing scope of the Lien of the Lessor First Security Agreement Lessor's representations and the Lessor Second Security Agreement, and any Lessor Liens attributable to the Lessorwarranties; (b) such item of the Equipment Affected Property shall be conveyed to the Lessee (or to the Lessee's designee) "AS IS" and in its then present physical condition subject to each of the disclaimers set forth in Section 2.4 hereofcondition; and -----------and (c) any at the request of the Lessee, Net Proceeds with respect to the Casualty or Condemnation giving rise to the termination of this Master Lease with respect to such item of the Equipment theretofore received by the Agent Affected Property shall be applied against sums amounts due hereunder hereunder, and any remaining balance the Lessor shall be paid convey to the Lessee provided that no Lease Event of Default is then existingany Excess Casualty/Condemnation Proceeds with respect to the Affected Property.

Partial Termination Procedures. On the date of the payment by the ------------------------------ Lessee of the Equipment Balance with respect all amounts required to any of the Equipment be paid under Section 15.1, in accordance with the procedures set forth in Section 15.1 (such date, the "“Partial Termination Date"”), this ------------ ------------------------ Master Lease shall terminate with respect to such Equipment and, concurrent with Affected Property and the Lessor's Lessee and the Lessor shall take the following actions in respect of the applicable Affected Property upon the Administrative Agent’s receipt of all amounts due with respect to such payment,Affected Property and all other amounts then due in accordance with Section 15.1: (a) the Lessor shall execute and deliver to the Lessee (or to the Lessee's ’s designee) at the Lessee's ’s cost and expense expense: (i) a ▇grant deed with respect to each such Property, (ii) a b▇▇▇ of sale with respect to the interest of the Lessor in any items of personalty or Equipment on such EquipmentProperty (if any) and (iii) an assignment of the entire interest of the Lessor in each such Property (which shall include an assignment of all of the right, without recourse, representation or warranty title and interest of the Lessor in and to any kind whatsoever, Net Proceeds and insurance proceeds with respect to each such Property not previously received by the disclaimers set forth in Section 2.4 ----------- hereofLessor), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of the Lessor First Security Agreement and the Lessor Second Security Agreement, applicable Mortgage and any Lessor Liens attributable to the Lessor; (b) each such item of the Equipment Property shall be conveyed to the Lessee (or to the Lessee's ’s designee) "“AS IS" ” and in its then present physical condition subject to each of the disclaimers set forth in Section 2.4 hereofcondition; and -----------and (c) in the case of a termination in connection with an Event of Loss, the Lessor shall convey to the Lessee any Net Proceeds and insurance proceeds with respect to the Casualty or Condemnation giving rise to the termination of this Master Lease with respect to such item of the Equipment Property theretofore received by the Agent Lessor or, at the request of the Lessee, such amounts shall be applied against sums due hereunder and any remaining balance shall be paid to the Lessee provided that no Lease Event of Default is then existinghereunder.