Common use of Procedures During Remarketing Clause in Contracts

Procedures During Remarketing. (a) During the Marketing Period, the Lessee shall, as nonexclusive agent for the Lessor Trust, use its best efforts to sell the interest of the Lessor Trust in the Properties and will attempt to obtain the highest purchase price therefor and for not less than the Fair Market Sales Value. The Lessee will be responsible for hiring brokers and making the Property available for inspection by prospective purchasers. Lessee shall promptly upon request permit inspection of the Property and any maintenance records relating to any Property by the Agent Certificate Holder, any Participant and any potential purchasers, and the Lessee shall otherwise do all things necessary to sell and deliver possession of the Properties to any purchaser. All such marketing of the Properties shall be at the Lessee's sole expense. (b) The Lessee shall use best efforts to procure written bids from one or more bona fide prospective purchasers. No such purchaser shall be any Guarantor or any Affiliate thereof. The written offer must specify the Expiration Date as the closing date. The Agent Certificate Holder and each Certificate Holder shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take action in connection with any such sale. (c) The Lessee shall submit all bids to the Agent Certificate Holder promptly upon receipt, and the Agent Certificate Holder and each Certificate Holder will have the right to submit any one or more bids. Any sale by the Lessee shall be for the highest cash bid submitted to the Agent Certificate Holder. The determination of the highest bid shall be made by the Agent Certificate Holder prior to the end of the Marketing Period, but in any event, the Agent Certificate Holder shall have no obligation to approve any bid for any Property unless each highest bid for a Property equals or exceeds the Property Cost for such Property plus all Permitted Sales Costs therefor. All bids shall be on an all-cash basis. (d) In connection with any such sale of any Property, the Lessee will provide to the purchaser all customary "seller's" indemnities (including, without limitation, an environmental indemnity to the extent the same are required by the purchaser) and representations and warranties regarding title, absence of Liens (except Lessor Liens) and the condition of such Property. The Lessee shall have obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Law in order to carry out and complete the transfer of each of the Properties. As to the Agent Certificate Holder, the Lessor Trust, and the Certificate Holders, any such sale shall be made on an "as is, with all faults" basis without representation or warranty by the Lessor Trust, the Agent Certificate Holder or any other Certificate Holder other than the absence of Lessor Liens attributable to the Lessor Trust or such Certificate Holder. Any agreement as to such sale shall be made subject to the rights of the Certificate Holders hereunder. (e) The Lessee shall pay directly, and not from the sale proceeds, all prorations, credits, costs and expenses of the sale of the Properties, whether incurred by the Certificate Holders or the Lessee, including, without limitation, the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, the reasonable attorneys' fees of the Lessor Trust, the Agent Certificate Holder, the Certificate Holders, the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer taxes; provided, however, that upon consummation of the sales (if any) of the Properties during the Marketing Period and the Agent Certificate Holder's receipt of the Gross Remarketing Proceeds and all other amounts due under this Master Lease and the other Operative Documents, the Lessor Agent shall apply such Gross Remarketing Proceeds, first, to payment of the Permitted Sales Costs in accordance with Section 20.1(h). (f) Lessee shall pay to the Administrative Agent on or prior to the Expiration Date (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to the Maximum Recourse Amount for such Property plus the aggregate amount of Loans and Certificate Holder Amounts that are allocable to Qualified Land plus all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration Date, in the type of funds specified in Section 3.4 hereof. (g) Lessee shall pay to the Administrative Agent on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Section 13.2 of the Participation Agreement. (h) The sale of the Properties shall be consummated on the Expiration Date and the gross proceeds (the "Gross Remarketing Proceeds") of the sale of the Properties (less any marketing, closing or other costs, prorations or commissions incurred by the Certificate Holders or the Agent Certificate Holder) shall be paid directly to the Administrative Agent. If any such sales of Properties are consummated during the Marketing Period, then, upon the Administrative Agent's timely receipt of the Gross Remarketing Proceeds thereof and all other amounts due to the Administrative Agent and Agent Certificate Holder and the Participants under this Master Lease and the other Operative Documents (including all amounts due pursuant to clause (f) above and Article XIII of the Participation Agreement), the Administrative Agent shall apply such Gross Remarketing Proceeds, first, to the payment of Permitted Sales Costs, second to the payment of the Loans in excess of the Maximum Recourse Amount and third to the Agent Certificate Holder for payment to the Certificate Holders. On an individual Property basis, if, the Gross Remarketing Proceeds from such sale (if any) of a Property exceeds the sum of (i) the aggregate Property Balance for such Property being sold as of such date minus the Maximum Recourse Amount, Loan and Qualified Land amounts and other amounts paid to Administrative Agent pursuant to clause (f) above for such Property plus (ii) all Permitted Sales Costs with respect to such Property, then the excess shall be paid to the Lessee on the Expiration Date. (i) Except as expressly set forth herein, the Lessee shall have no right, power or authority to bind the Lessor Trust or any Participant in connection with any proposed sale of any Property. (j) During the Marketing Period, the obligation of the Lessee to pay Rent (including the installment of Rent due on the Expiration Date) shall continue undiminished until payment in full of the Lease Balance and all other amounts due to the Participants under the Operative Documents to which Lessee is a party.

Procedures During Remarketing. (a) During the Marketing Period, the Lessee shall, as nonexclusive agent for the Lessor TrustLessor, use its best efforts to sell the interest of the Lessor Trust in the Properties Property and will attempt to obtain the highest purchase price therefor and for not less than the Fair Market Sales Valuetherefor. The Lessee will be responsible for hiring brokers (if the Lessee so elects) and making the Property available for inspection by prospective purchasers. The Lessee shall promptly upon request permit inspection of the Property and any maintenance records relating to any the Property by the Agent Certificate HolderLessor, any Participant and any potential purchasers, and the Lessee shall otherwise do all things necessary to sell and deliver possession of the Properties Property to any purchaser. All such marketing of the Properties Property shall be at the Lessee's sole expense. (b) The Lessee shall use best efforts to procure written bids from one or more bona fide prospective purchasers. No such purchaser shall be any Guarantor the Lessee or any Affiliate thereof. The Each written offer must specify the Expiration Date as the closing date. The Agent Certificate Holder and each Certificate Holder Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take action in connection with any such sale. (c) The Lessee shall submit all bids to the Agent Certificate Holder Lessor promptly upon receipt, and the Agent Certificate Holder and each Certificate Holder Lessor will have the right to submit any one or more bids. Any sale by the Lessee shall be for the highest cash bid submitted to the Agent Certificate HolderLessor. The determination of Lessor shall determine the highest bid shall be made by the Agent Certificate Holder at least ten (10) days prior to the end of the Marketing Period, but in any event, the Agent Certificate Holder Lessor (unless otherwise approved by the RVI Provider) shall have no obligation to approve any bid for any the Property unless each the highest bid for a Property equals or exceeds the Property Cost for such Property sum of the outstanding balance of the Series B Notes plus the Lessor B Portion plus all Permitted Sales Costs therefor. t. All bids shall be on an all-cash basis. (d) In connection with any such sale of any the Property, the Lessee will provide to the purchaser all customary "seller's" indemnities (including, without limitation, an environmental indemnity indemnity) to the extent the same are required by the purchaser) purchaser and representations and warranties regarding title, absence of Liens (except Lessor Liensother than Permitted Property Liens of the type described in clause (i), (vii), (viii) or (x) of the definition thereof) and the condition of such the Property. The Lessee shall have obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Law in order to carry out and complete the transfer of each of the PropertiesProperty. As to the Agent Certificate Holder, the Lessor Trust, and the Certificate HoldersLessor, any such sale shall be made on an "as is, with all faults" basis without representation or warranty by the Lessor Trust, the Agent Certificate Holder or any other Certificate Holder other than the absence of Lessor Liens attributable to the Lessor Trust or such Certificate HolderLessor. Any agreement as to such sale shall be made subject The Lessee will deliver to the rights purchaser all documentation required by any title company to deliver clear title to the Property, an ALTA/ACSM survey of each Property made no more than six (6) months prior to the Expiration Date, the Plans and Specifications for the Property and all other books and records relating to the Property. In addition, the Lessee shall satisfy any requirement of the Certificate Holders hereunderRVI Policy in connection with the sale of the Property. (e) The Lessee shall pay directly, and not from the sale proceeds, all prorations, credits, costs and expenses of the sale of the PropertiesProperty, whether incurred by the Certificate Holders Lessor or the Lessee, including, without limitation, the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, the reasonable attorneys' fees of the Lessor Trust, the Agent Certificate Holder, the Certificate HoldersLessor, the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer taxes; provided, however, that upon consummation of the sales (if any) of the Properties during the Marketing Period and the Agent Certificate Holder's receipt of the Gross Remarketing Proceeds and all other amounts due under this Master Lease and the other Operative Documents, the Lessor Agent shall apply such Gross Remarketing Proceeds, first, to payment of the Permitted Sales Costs in accordance with Section 20.1(h). (f) The Lessee shall pay to the Administrative Agent Indenture Trustee on or prior to the Expiration Date (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to the Maximum Recourse Amount for such the Property plus the aggregate amount of Loans and Certificate Holder Amounts that are allocable to Qualified Land plus all accrued and unpaid Rent (including Supplemental Rent, if any) for the Property and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration DateDate with respect to the Property, in the type of funds specified in Section 3.4 hereof. (g) The Lessee shall pay to the Administrative Agent Indenture Trustee on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Section 13.2 of the Participation Agreement. (h) The sale of the Properties Property shall be consummated on the Expiration Date and the gross proceeds (the "Gross Remarketing Proceeds") of the sale of the Properties (less any marketing, closing or other costs, prorations or commissions incurred by the Certificate Holders or the Agent Certificate Holder) Property shall be paid directly to the Administrative AgentIndenture Trustee. If any such sales the sale of Properties are the Property is consummated during the Marketing Period, then, upon the Administrative AgentIndenture Trustee's timely receipt of the Gross Remarketing Proceeds thereof thereof, any proceeds of the RVI Policy and all other amounts due to the Administrative Agent and Agent Certificate Holder Indenture Trustee, the Lessor and the Participants under this Master Lease and the other Operative Documents (including all amounts due pursuant to clause (f) above and Article XIII of the Participation Agreement), the Administrative Agent Indenture Trustee shall apply such Gross Remarketing ProceedsProceeds and other amounts, first, to the payment of Permitted Sales Costs, second to the payment and second, as set forth in Section 7.4 of the Loans in excess of the Maximum Recourse Amount and third to the Agent Certificate Holder for payment to the Certificate HoldersParticipation Agreement. On an individual Property basis, if, If the Gross Remarketing Proceeds from such sale (if any) of a the Property exceeds the sum of (i) the aggregate Property Lease Balance for such Property being sold as of such date minus the Maximum Recourse Amount, Loan and Qualified Land amounts and other amounts paid to Administrative Agent Indenture Trustee pursuant to clause (f) above for such Property plus (ii) all Permitted Sales Costs with respect to such PropertyCosts, then the excess shall be paid to the Lessee on the Expiration Date. (i) Except as expressly set forth herein, the Lessee shall have no right, power or authority to bind the Lessor Trust Lessor, the Indenture Trustee or any Participant in connection with any proposed sale of any the Property. (j) During the Marketing Period, the obligation of the Lessee to pay Rent (including the installment of Basic Rent due on the Expiration Date) shall continue undiminished until payment in full of the Lease Balance and all other amounts due to the Participants under the Operative Documents to which the Lessee is a party.

Procedures During Remarketing. (a) During the Marketing Period, the Lessee shall, as nonexclusive agent for the Lessor TrustLessor, use its best commercially reasonable efforts to sell the interest of the Lessor Trust in the Properties and will attempt to obtain the highest purchase price therefor and for not less than the Fair Market Sales Value. The Lessee will be responsible for hiring brokers and making the Property Properties available for inspection by prospective purchasersbuyers. Lessee shall promptly upon request permit inspection of the Property Properties and any maintenance records relating to any Property by the Agent Certificate Holder, any Participant and any potential purchasersbuyers, and the Lessee shall Tandem Health Care of Ohio, Inc. Master Lease otherwise do all things necessary to sell and deliver possession of the Properties to any purchaserbuyer. All such marketing of the Properties shall be at the Lessee's ’s sole expense. (b) The Lessee shall use best commercially reasonable efforts to procure written bids from one or more bona fide prospective purchasersbuyers. No such purchaser buyer shall be any the Lessee, the Guarantor or any Affiliate thereof. The written offer must specify the Expiration Date as the closing datedate unless the Lessor shall otherwise agree in its sole and absolute discretion. The Agent Certificate Holder and each Certificate Holder Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take action in connection with any such sale. (c) The Lessee shall submit all bids to the Agent Certificate Holder Lessor promptly upon receipt, and the Agent Certificate Holder and each Certificate Holder Lessor will have the right to submit any one or more bids. Any sale by the Lessee shall be for the highest cash bid submitted to the Agent Certificate HolderLessor. The determination of the highest bid shall be made by the Agent Certificate Holder Lessor prior to the end of the Marketing Period, but in any event, the Agent Certificate Holder Lessor shall have no obligation to approve any bid for any Property unless each highest bid for a Property equals or exceeds a sum equal to the difference between the Maximum Recourse Amount and the Property Cost Balance for such Property plus all Permitted Sales Costs therefor. All bids shall be on an all-cash basisbasis unless the Lessor and the Purchasers shall otherwise agree in their sole and absolute discretion. (d) In connection with any such the sale of any each Property, the Lessee will provide to the purchaser all customary "“seller's" ’s” indemnities (including, without limitation, an environmental indemnity indemnity) to the extent the same are required by the purchaser) purchaser and representations and warranties regarding title, absence of Liens (except Lessor Liens) and the condition of each such Property. The Lessee shall have obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Law in order to carry out and complete the transfer of each of the Properties. As to the Agent Certificate Holder, the Lessor Trust, and the Certificate HoldersLessor, any such sale shall be made on an "“as is, with all faults" ” basis without representation or warranty by the Lessor Trust, the Agent Certificate Holder or any other Certificate Holder other than the absence of Lessor Liens attributable to the Lessor Trust or such Certificate HolderLessor. Any agreement as to such sale shall be made subject to the rights of the Certificate Holders Lessor hereunder. (e) The Lessee shall pay directly, and not from the sale proceeds, all prorations, credits, costs and expenses of the sale of the Properties, whether incurred by the Certificate Holders Lessor or the Lessee, including, without limitation, the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, the reasonable attorneys' ’ fees of the Lessor Trust, the Agent Certificate Holder, the Certificate HoldersLessor, the Lessee's ’s attorneys' ’ fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer taxes; provided, however, that upon consummation of the sales (if any) of the Properties during the Marketing Period and the Agent Certificate Holder's receipt of the Gross Remarketing Proceeds and all other amounts due under this Master Lease and the other Operative Documents, the Lessor Agent shall apply such Gross Remarketing Proceeds, first, to payment of the Permitted Sales Costs in accordance with Section 20.1(h). (f) Lessee shall pay to the Administrative Agent on or prior to the Expiration Date (or to such other Person as the Administrative Agent shall notify the Lessee in writing or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to the Maximum Recourse Amount for such Property plus the aggregate amount of Loans and Certificate Holder Amounts that are allocable to Qualified Land plus all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration Date, in the type of funds specified in Section 3.4 hereof.. Tandem Health Care of Ohio, Inc. Master Lease (g) Lessee shall pay to the Administrative Agent on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Section 13.2 of the Participation Agreement. (h) The sale of the Properties shall be consummated on the Expiration Date and the gross proceeds (the "“Gross Remarketing Proceeds"”) of the sale of the Properties (less any marketing, closing or other costs, prorations or commissions incurred by the Certificate Holders or the Agent Certificate HolderLessor) shall be paid directly to the Administrative Agent. If any such sales of Properties are consummated during the Marketing Period, then, upon the Administrative Agent's ’s timely receipt of the Gross Remarketing Proceeds thereof and all other amounts due to the Administrative Agent and Agent Certificate Holder and the Participants under this Master Lease and the other Operative Documents (including all amounts due pursuant to clause (f) above and Article XIII of the Participation Agreement), the Administrative Agent shall apply such Gross Remarketing Proceeds, first, to the payment of Permitted Sales Costs, second to the payment and second, as set forth in Section 7.4 of the Loans in excess of the Maximum Recourse Amount and third to the Agent Certificate Holder for payment to the Certificate HoldersParticipation Agreement. On an individual Property basis, if, If the Gross Remarketing Proceeds from such sale (if any) of a Property the Properties exceeds the sum of (i) the aggregate Property Balance for such Property the Properties being sold as of such date minus the Maximum Recourse Amount, Loan and Qualified Land amounts and other amounts paid to Administrative Agent pursuant to clause (f) above for such Property the Properties plus (ii) all Permitted Sales Costs with respect to such Propertythe Properties, then the excess shall be paid to the Lessee on the Expiration Date. (i) Except as expressly set forth herein, the Lessee shall have no right, power or authority to bind the Lessor Trust or any Participant Purchaser in connection with any proposed sale of any Property. (j) During the Marketing Period, the obligation of the Lessee to pay Rent (including the installment of Rent due on the Expiration Date) shall continue undiminished until payment in full of the Lease Balance and all other amounts due to the Participants Purchaser under the Operative Documents to which Lessee is a party.

Procedures During Remarketing. (a) During the Marketing Period, the Lessee shall, as nonexclusive agent for the Lessor TrustLessor, use its best efforts to sell the interest of the Lessor Trust in each Property for which the Properties Remarketing Option has been exercised and will attempt to obtain the highest purchase price therefor and for not less than the Fair Market Sales Value. The Lessee will be responsible for hiring brokers (if the Lessee so elects) and making the each Property available for inspection by prospective purchasers. Lessee shall promptly upon request permit inspection of the each Property and any maintenance records relating to any each Property by the Agent Certificate HolderLessor, any Participant and any potential purchasers, and the Lessee shall otherwise do all things necessary to sell and deliver possession of the Properties each Property to any purchaser. All such marketing of the Properties shall be at the Lessee's sole expense. (b) The Lessee shall use best efforts to procure written bids from one or more bona fide prospective purchasers. No such purchaser shall be any Guarantor the Lessee or any Affiliate thereof. The Each written offer must specify the Expiration Date as the closing date. The Agent Certificate Holder and each Certificate Holder Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take action in connection with any such sale. (c) The Lessee shall submit all bids to the Agent Certificate Holder Lessor promptly upon receipt, and the Agent Certificate Holder and each Certificate Holder Lessor will have the right to submit any one or more bids. Any sale by the Lessee shall be for the highest cash bid submitted to the Agent Certificate HolderLessor. The determination of Lessor shall determine the highest bid shall be made by the Agent Certificate Holder prior to the end of the Marketing Period, but in any event, the Agent Certificate Holder Lessor shall have no obligation to approve any bid for any Property unless each the highest bid for a such Property equals or exceeds the Property Cost for such Property plus all Permitted Sales Costs therefor. All bids shall be on an all-cash basis. (d) In connection with any such sale of any Property, the Lessee will provide to the purchaser all customary "seller's" indemnities (including, without limitation, an environmental indemnity to the extent the same are required by the purchaser) and representations and warranties regarding title, absence of Liens (except Lessor Liensother than Permitted Property Liens of the type described in clause (i), (vii), (viii) or (x) of the definition thereof) and the condition of such Property. The Lessee shall have obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Law in order to carry out and complete the transfer of each of the Propertiessuch Property. As to the Agent Certificate Holder, the Lessor Trust, and the Certificate HoldersLessor, any such sale shall be made on an "as is, with all faults" basis without representation or warranty by the Lessor Trust, the Agent Certificate Holder or any other Certificate Holder other than the absence of Lessor Liens attributable to the Lessor Trust or such Certificate Holder. Any agreement as to such sale shall be made subject to the rights of the Certificate Holders hereunderLessor. (e) The Subject to the reimbursement obligations set forth in clause (h) below, the Lessee shall pay directly, and not from the sale proceeds, all prorations, credits, costs and expenses of the sale of the Propertieseach Property, whether incurred by the Certificate Holders Lessor or the Lessee, including, without limitation, the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, the reasonable attorneys' fees of the Lessor Trust, the Agent Certificate Holder, the Certificate HoldersLessor, the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer taxes; provided, however, that upon consummation of the sales (if any) of the Properties during the Marketing Period and the Agent Certificate Holder's receipt of the Gross Remarketing Proceeds and all other amounts due under this Master Lease and the other Operative Documents, the Lessor Agent shall apply such Gross Remarketing Proceeds, first, to payment of the Permitted Sales Costs in accordance with Section 20.1(h). (f) The Lessee shall pay to the Administrative Agent on or prior to the Expiration Date (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to the Maximum Recourse Amount for such each Property plus the aggregate amount of Loans and Certificate Holder Amounts that are allocable to Qualified Land plus all accrued and unpaid Rent (including Supplemental Rent, if any) for each Property and all other amounts hereunder which have Xxx Research Corporation Amended and Restated Master Lease accrued or will accrue prior to or as of the Expiration DateDate with respect to each Property, in the type of funds specified in Section 3.4 hereof. (g) The Lessee shall pay to the Administrative Agent on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Section 13.2 of the Participation Agreement. (h) The sale of the Properties each Property shall be consummated on the Expiration Date and the gross proceeds (the "Gross Remarketing Proceeds") of the sale of the Properties each Property (less any marketing, closing or other costs, prorations or commissions incurred by the Certificate Holders or the Agent Certificate HolderLessor) shall be paid directly to the Administrative Agent. If the sale of any such sales of Properties are Property is consummated during the Marketing Period, then, upon the Administrative Agent's timely receipt of the Gross Remarketing Proceeds thereof and all other amounts due to the Administrative Agent and Agent Certificate Holder Agent, the Lessor and the Participants under this Master Lease and the other Operative Documents (including all amounts due pursuant to clause (f) above and Article XIII of the Participation Agreement), the Administrative Agent shall apply such Gross Remarketing Proceeds, first, to the payment of Permitted Sales Costs, second to the payment and second, as set forth in Section 7.4 of the Loans in excess of the Maximum Recourse Amount and third to the Agent Certificate Holder for payment to the Certificate HoldersParticipation Agreement. On an individual Property basis, if, If the Gross Remarketing Proceeds from such sale (if any) of a Property exceeds the sum of (i) the aggregate Property Balance for such Property being sold as of such date minus the Maximum Recourse Amount, Loan and Qualified Land amounts and other amounts paid to Administrative Agent pursuant to clause (f) above for such Property plus (ii) all Permitted Sales Costs with respect to such Property, then the excess shall be paid to the Lessee on the Expiration Date. (i) Except as expressly set forth herein, the Lessee shall have no right, power or authority to bind the Lessor Trust or any Participant in connection with any proposed sale of any Property. (j) During the Marketing Period, the obligation of the Lessee to pay Rent (including the installment of Rent due on the Expiration Date) shall continue undiminished until payment in full of the Lease Balance and all other amounts due to the Participants under the Operative Documents to which the Lessee is a party.

Procedures During Remarketing. (a) During the Marketing Period, the Lessee shall, as nonexclusive agent for the Lessor TrustAgent Lessor, use its commercial best efforts to sell the interest of the Agent Lessor Trust in the Properties Property and will attempt to obtain the highest purchase price therefor and for not less than the Fair Market Sales Value. The Lessee will be responsible for hiring brokers and making the Property available for inspection by prospective purchasers. The Lessee shall promptly upon reasonable request permit during normal business hours inspection of the Property and any maintenance records relating to any the Property by the Agent Certificate HolderLessor, any Participant and any potential purchasers, and the Lessee and the Lessee shall otherwise do all things necessary to sell and deliver possession of the Properties Property to any purchaser. All such marketing of the Properties Property shall be at the Lessee's sole expense. (b) The Lessee shall use commercial best efforts to procure written bids from one or more bona fide prospective purchasers. No such purchaser shall be any the Lessee, the Guarantor or any Affiliate thereof. The written offer must specify the Expiration Date as the closing date. The Agent Certificate Holder Lessor and each Certificate Holder Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take action in connection with any such salesale which action does not materially impair Lessee's efforts. (c) The Lessee shall submit all bids to the Agent Certificate Holder Lessor promptly upon receipt, and the Agent Certificate Holder Lessor and each Certificate Holder Lessor will have the right to submit any one or more bids. Any sale by the Lessee shall be for the highest cash bid submitted to the Agent Certificate HolderLessor or any bid that exceeds the Lease Balance and is approved by Lessee. The determination of the highest bid shall be made by the Agent Certificate Holder Lessor prior to the end of the Marketing Period, but in any event, the Agent Certificate Holder Lessor shall have no obligation to approve any bid for any the Property unless each the highest bid for a the Property equals or exceeds the Property Cost for such Property plus all Permitted Sales Costs thereforLease Balance. All bids shall be on an all-cash basis. (d) In connection with any such sale of any the Property, the Lessee shall, on or before the Expiration Date, and at its own cost, transfer possession of the Property to the purchaser thereof by surrendering the same into the possession of such purchaser free and clear of all Liens other than Lessor Liens and such other Permitted Liens as may be agreed to with the Purchaser, in good operating condition (as modified by Modifications permitted by this Lease), ordinary wear and tear excepted (or in such condition as the purchaser is willing to accept), and in compliance in all material respects with all Applicable Law and the provisions of this Master Lease. The Lessee will provide to the purchaser all customary "seller's" indemnities if necessary to effectuate the sale (including, without limitation, an a reasonable and customary environmental indemnity to the extent the same are required by the purchaser) and representations and warranties regarding title, absence of Liens (except Lessor LiensLiens and any negotiated "permitted liens") and the condition of such Propertythe Property by the Lessee. The Lessee shall have obtained, at its cost and expenseexpense (or as may otherwise be agreed to with the Purchaser), all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Law in order to carry out and complete the transfer of each the Property by the Lessee. The Lessee shall, on and within a reasonable time before and after the Expiration Date, cooperate with the Agent Lessor and the purchaser of the PropertiesProperty in order to facilitate the ownership and operation by such purchaser of the Property after the Expiration Date, which cooperation shall include the following, all of which the Lessee shall do on or before the Expiration Date, or as soon thereafter as is reasonably practicable: providing all books, records data and technical information regarding the maintenance and operation of the Property; providing a current copy of the Plans and Specifications, granting or assigning all licenses to the extent necessary for the operation and maintenance of the Property and cooperating in seeking and obtaining all necessary Governmental Action; provided that Lessee shall not be required to transfer or reveal any proprietary information, license or intellectual property right. As to the Agent Certificate Holder, the Lessor Trust, and the Certificate HoldersLessors, any such sale shall be made on an "as is, with all faults" basis without representation or warranty by the Agent Lessor Trust, the Agent Certificate Holder or any other Certificate Holder Lessor other than the absence of Lessor Liens attributable to the Lessor Trust or such Certificate HolderLessor. Any agreement as to such sale shall be made subject to the rights of the Certificate Holders Lessors hereunder. (e) The Lessee shall pay directly, and not from the sale proceeds, all prorations, credits, costs and expenses of the sale of the PropertiesProperty customarily paid by a seller, whether incurred by the Certificate Holders Lessors or the Lessee, including, without limitation, to the extent customarily paid by a seller the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, the reasonable attorneys' fees of the Lessor Trust, the Agent Certificate Holder, the Certificate HoldersLessors, the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer taxes; provided, however, that upon consummation of the sales (if any) of the Properties during the Marketing Period and the Agent Certificate Holder's receipt of the Gross Remarketing Proceeds and all other amounts due under this Master Lease and the other Operative Documents, the Lessor Agent shall apply such Gross Remarketing Proceeds, first, to payment of the Permitted Sales Costs in accordance with Section 20.1(h). (f) The Lessee shall pay to the Administrative Agent on the earlier of 90 days after the notice delivered pursuant to Section 20.1(a) hereof or prior to the Expiration Date (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to the Maximum Recourse Amount for such Property plus the aggregate amount of Loans and Certificate Holder Amounts that are allocable to Qualified Land Loan Balance plus all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration Datedate of payment, in the type of funds specified in Section 3.4 hereof. (g) The Lessee shall pay to the Administrative Agent on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Section 13.2 of the Participation Agreement. (h) The sale of the Properties Property shall be consummated on or before the Expiration Date and the gross proceeds (the "Gross Remarketing Proceeds") of the sale of the Properties Property (less any marketing, closing or other costs, prorations or commissions incurred by the Certificate Holders or the Agent Certificate Holdercommissions) shall be paid directly to the Administrative Agent. If any such sales ; provided, however, that if the sum of Properties are consummated during the Marketing Period, then, upon the Administrative Agent's timely receipt of the Gross Remarketing Proceeds thereof and all other amounts due to the Administrative Agent and Agent Certificate Holder and the Participants under this Master Lease and the other Operative Documents (including all amounts due pursuant to clause (fx) above and Article XIII of the Participation Agreement), the Administrative Agent shall apply such Gross Remarketing Proceeds, first, to the payment of Permitted Sales Costs, second to the payment of the Loans in excess of the Maximum Recourse Amount and third to the Agent Certificate Holder for payment to the Certificate Holders. On an individual Property basis, if, the Gross Remarketing Proceeds from such sale plus (if any) of a Property exceeds the sum of (iy) the aggregate Property Loan Balance for such Property being sold as of such date minus received by the Maximum Recourse Amount, Loan and Qualified Land amounts and other amounts paid to Administrative Agent pursuant to clause (fSection 20.2(f) above for exceeds the Lease Balance as of such Property plus (ii) all Permitted Sales Costs with respect to such Propertydate, then the excess shall promptly be paid to the Lessee on the Expiration DateLessee. (i) Except as expressly set forth herein, the Lessee shall have no right, power or authority to bind the Agent Lessor Trust or any Participant in connection with any proposed sale of any the Property. (j) During the Marketing Period, the obligation of the Lessee to pay Rent with respect to the Property (including the installment of Rent due on the Expiration Date) shall continue undiminished until payment in full of the Lease Balance and all other amounts due to the Participants under the Operative Documents to which Lessee is a partyDocuments.

Procedures During Remarketing. (a) During the Marketing Period, the Lessee shall, as nonexclusive agent for the Lessor TrustLessor, use its best efforts to sell the interest of the Lessor Trust in each Property for which the Properties Remarketing Option has been exercised and will attempt to obtain the highest purchase price therefor and for not less than the Fair Market Sales Value. The Lessee will be responsible for hiring brokers (if the Lessee so elects) and making the each Property available for inspection by prospective purchasers. The Lessee shall promptly upon request permit inspection of the each Property and any maintenance records relating to any each Property by the Agent Certificate HolderLessor, any Participant and any potential purchasers, and the Lessee shall otherwise do all things necessary to sell and deliver possession of the Properties each Property to any purchaser. All such marketing of the Properties shall be at the Lessee's sole expense. (b) The Lessee shall use best efforts to procure written bids from one or more bona fide prospective purchasers. No such purchaser shall be any Guarantor the Lessee or any Affiliate thereof. The Each written offer must specify the Expiration Date as the closing date. The Agent Certificate Holder and each Certificate Holder Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take action in connection with any such sale. (c) The Lessee shall submit all bids to the Agent Certificate Holder Lessor promptly upon receipt, and the Agent Certificate Holder and each Certificate Holder Lessor will have the right to submit any one or more bids. Any sale by the Lessee shall be for the highest cash bid submitted to the Agent Certificate HolderLessor. The determination of Lessor shall determine the highest bid shall be made by the Agent Certificate Holder prior to the end of the Marketing Period, but in any event, the Agent Certificate Holder Lessor shall have no obligation to approve any bid for any Property unless each the highest bid for a such Property equals or exceeds the Property Cost for such Property plus all Permitted Sales Costs therefor. All bids shall be on an all-cash basis. (d) In connection with any such sale of any Property, the Lessee will provide to the purchaser all customary "seller's" indemnities (including, without limitation, an environmental indemnity to the extent the same are required by the purchaser) and representations and warranties regarding title, absence of Liens (except Lessor Liensother than Permitted Property Liens of the type described in clause (i), (vii), (viii) or (x) of the definition thereof) and the condition of such Property. The Lessee shall have obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Law in order to carry out and complete the transfer of each of the Propertiessuch Property. As to the Agent Certificate Holder, the Lessor Trust, and the Certificate HoldersLessor, any such sale Xxx Research Corporation Amended and Restated Master Lease shall be made on an "as is, with all faults" basis without representation or warranty by the Lessor Trust, the Agent Certificate Holder or any other Certificate Holder other than the absence of Lessor Liens attributable to the Lessor Trust or such Certificate Holder. Any agreement as to such sale shall be made subject to the rights of the Certificate Holders hereunderLessor. (e) The Subject to the reimbursement obligations set forth in clause (h) below, the Lessee shall pay directly, and not from the sale proceeds, all prorations, credits, costs and expenses of the sale of the Propertieseach Property, whether incurred by the Certificate Holders Lessor or the Lessee, including, without limitation, the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, the reasonable attorneys' fees of the Lessor Trust, the Agent Certificate Holder, the Certificate HoldersLessor, the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer taxes; provided, however, that upon consummation of the sales (if any) of the Properties during the Marketing Period and the Agent Certificate Holder's receipt of the Gross Remarketing Proceeds and all other amounts due under this Master Lease and the other Operative Documents, the Lessor Agent shall apply such Gross Remarketing Proceeds, first, to payment of the Permitted Sales Costs in accordance with Section 20.1(h). (f) The Lessee shall pay to the Administrative Agent on or prior to the Expiration Date (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to the Maximum Recourse Amount for such each Property plus the aggregate amount of Loans and Certificate Holder Amounts that are allocable to Qualified Land plus all accrued and unpaid Rent (including Supplemental Rent, if any) for each Property and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration DateDate with respect to each Property, in the type of funds specified in Section 3.4 hereof. (g) The Lessee shall pay to the Administrative Agent on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Section 13.2 of the Participation Agreement. (h) The sale of the Properties each Property shall be consummated on the Expiration Date and the gross proceeds (the "Gross Remarketing Proceeds") of the sale of the Properties each Property (less any marketing, closing or other costs, prorations or commissions incurred by the Certificate Holders or the Agent Certificate HolderLessor) shall be paid directly to the Administrative Agent. If the sale of any such sales of Properties are Property is consummated during the Marketing Period, then, upon the Administrative Agent's timely receipt of the Gross Remarketing Proceeds thereof and all other amounts due to the Administrative Agent and Agent Certificate Holder Agent, the Lessor and the Participants under this Master Lease and the other Operative Documents (including all amounts due pursuant to clause (f) above and Article XIII of the Participation Agreement), the Administrative Agent shall apply such Gross Remarketing Proceeds, first, to the payment of Permitted Sales Costs, second to the payment and second, as set forth in Section 7.4 of the Loans in excess of the Maximum Recourse Amount and third to the Agent Certificate Holder for payment to the Certificate HoldersParticipation Agreement. On an individual Property basis, if, If the Gross Remarketing Proceeds from such sale (if any) of a Property exceeds the sum of (i) the aggregate Property Balance for such Property being sold as of such date minus the Maximum Recourse Amount, Loan and Qualified Land amounts and other amounts paid to Administrative Agent pursuant to clause (f) above for such Property plus (ii) all Permitted Sales Costs with respect to such Property, then the excess shall be paid to the Lessee on the Expiration Date. (i) Except as expressly set forth herein, the Lessee shall have no right, power or authority to bind the Lessor Trust or any Participant in connection with any proposed sale of any Property. (j) During the Marketing Period, the obligation of the Lessee to pay Rent (including the installment of Rent due on the Expiration Date) shall continue undiminished until payment in full of the Lease Balance and all other amounts due to the Participants under the Operative Documents to which the Lessee is a party.. Xxx Research Corporation Amended and Restated Master Lease