Common use of PROCEDURES RELATING TO PURCHASE OR REMARKETING Clause in Contracts

PROCEDURES RELATING TO PURCHASE OR REMARKETING. Section 19.1. Provisions Relating to the Exercise of Purchase Option, Conveyance Upon Remarketing and Conveyance Upon Certain Other Events. (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any termination of this Master Lease with respect to the Property pursuant to the terms of Article XVI hereof, in connection with any purchase or in connection with the Lessee's acquisition of the Lessor's interest in and to the Property in accordance with Section 18.1 hereof or in connection with the Lessee's obligations under Article XVI or Section 17.3(f) or 18.5 hereof, then, upon the date on which this Master Lease is to terminate with respect to the Property and upon tender by the Lessee of the amounts set forth in Article XVI, Sections 17.3(f), 18.1(a), or 18.5 hereof as applicable: (i) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee), at the Lessee's cost and expense, a grant deed and a xxxx of sale or other appropriate conveyance document with respect to all buildings and containing representations and warranties of grantor regarding the absence of Lessor Liens and a Master Lease conveyance of the Lessor's entire interest in the Property (which shall include an assignment of all of the Lessor's right, title and interest in and to any net insurance proceeds with respect to the Property not previously received by the Lessor and an assignment and assumption of leases of such Property), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Master Lease and the Memoranda of Lease, any other Liens created by the Operative Documents that are attributable to the Lessor Parties, and any Lessor Liens; (ii) the Property shall be conveyed to the Lessee "AS IS" and in its then present physical condition; and (iii) the Lessor shall, at the Lessee's sole cost and expense, execute and deliver to the Lessee and the Lessee's title insurance company an affidavit as to the Lessor's title to the Property and the absence of Lessor Liens attributable to the Lessor on the Property, and shall, at the Lessee's sole cost and expense, (x) execute and deliver to the Lessee a statement of termination of this Master Lease with respect to the Property and the Memorandum of Lease covering the Property and releases of any Liens on the Property created by the Operative Documents attributable to the Lessor and (y) use reasonable commercial efforts to obtain terminations of any Liens on the Property which may be held by the Agent, including, in each case, termination statements for any financing statements which are then of record naming the Lessor or the Agent, as the case may be, as the secured party with respect to the Property.

PROCEDURES RELATING TO PURCHASE OR REMARKETING. Section 19.121.1. Provisions Relating to the Exercise of Purchase Option, Option or Obligation and Conveyance Upon Remarketing and Conveyance Upon Certain Other Events. (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any termination of this Master Lease with respect to the any Property pursuant to the terms of Article XVI hereofXV, in connection with any purchase or in connection with the Lessee's acquisition purchase of the Lessor's interest in and to the any Property in accordance with Section 18.1 hereof or in connection with the Lessee's Expiration Date Purchase Obligation or obligations under Article XVI or Section 17.3(f) or 18.5 hereof16.2(e), then, upon the date on which this Master Lease is to terminate with respect to the applicable Property and upon tender by the Lessee of the amounts set forth in Article XVIXV, Sections 17.3(fSection 16.2(e), 18.1(a)18.1 or 18.2, or 18.5 hereof as applicable: (i) the Lessor shall execute and deliver to the applicable Lessee (or to the Lessee's designee), ) at the such Lessee's cost and expense, expense a grant quitclaim deed and a xxxx of sale or other appropriate conveyance document with respect to all buildings and such Property or Properties containing representations and warranties of grantor to such Lessee regarding the absence of Lessor Liens and a Master Lease conveyance an assignment of the Lessor's entire interest in the such Property or Properties (which shall include an assignment of all of the Lessor's right, title and interest in and to any net insurance proceeds Net Proceeds with respect to the such Property or Properties not previously received by the Lessor and an assignment and assumption of leases of such Propertythe Properties), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Master the applicable Lease Facility Mortgage and the Memoranda of Lease, any other Lessor Liens and any Liens created by the Operative Documents that are attributable to the Lessor Parties, and any Lessor Liensit; (ii) the such Property or Properties shall be conveyed to the such Lessee (or its designee) "AS IS" and in its then present physical condition; and (iii) the Lessor shall, at the Lessee's sole cost and expense, shall execute and deliver to the such Lessee and the such Lessee's title insurance company (or to the designee of the Lessee and its title insurance company) an affidavit in customary form as to the Lessor's title to the Property and the absence of Lessor Liens attributable to the Lessor on the Property, and shall, at the Lessee's sole cost a FIRPTA affidavit and expense, (x) shall execute and deliver to the Lessee a statement of termination of this Master Lease with respect to and a termination of the Property and the Memorandum Assignment of Lease covering the Property and releases of any Liens on the Property created by the Operative Documents attributable to the Lessor and (y) use reasonable commercial efforts to obtain terminations of any Liens on the Property which may be held by the Agent, includingRent, in each casecase to the extent such Operative Documents relate to such Property or Properties. (b) If the Lessees properly exercises the Remarketing Option, termination statements for any financing statements which are then the Lessees shall, on the Expiration Date, and at their own cost, surrender possession of record naming all of the Properties to the Lessor or the Agentindependent purchaser (s) thereof, in each case by surrendering the same into the possession of the Lessor or such purchaser(s), as the case may be, free and clear of all Liens other than Lessor Liens and the lien of the applicable Lease Facility Mortgage, in the condition required under this Master Lease (as the secured party modified by Modifications permitted by this Master Lease), ordinary wear and tear excepted, and in compliance with respect to the PropertyApplicable Law.

PROCEDURES RELATING TO PURCHASE OR REMARKETING. Section 19.1XXI.1. Provisions Relating to the Exercise of Purchase Option, Option or Obligation and Conveyance Upon Remarketing and Conveyance Upon Certain Other Events. (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any termination of this Master Lease with respect to the any Property pursuant to the terms of Article XVI hereofXV, in connection with any purchase or in connection with the Lessee's acquisition purchase of the Lessor's interest in and to the any Property in accordance with Section 18.1 hereof or in connection with the Lessee's Expiration Date Purchase Obligation or obligations under Article XVI or Section 17.3(f) or 18.5 hereof16.2(e), then, upon the date on which this Master Lease is to terminate with respect to the applicable Property and upon the payment of all amounts due under Section 5.1 of the Construction Agency Agreement, as applicable, and upon tender by the Lessee of the amounts set forth in Article XVIXV, Sections 17.3(f16.2(e), 18.1(a)18.1 or 18.2, or 18.5 hereof as applicable: (i) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee), ) at the Lessee's cost and expense, expense a grant deed and a xxxx of sale or other appropriate conveyance document with respect to all buildings and such Property or Properties containing representations and warranties of grantor to the Lessee regarding Lessor Liens, a bill xx sale with respect to the absence of Lessor Liens Equipment located on such Property or Properties and a Master Lease conveyance an assignment of the Lessor's entire interest in the such Property or Properties (which shall include an assignment of all of the Lessor's right, title and interest in and to any net insurance proceeds Net Proceeds with respect to the such Property or Properties not previously received by the Lessor and an assignment and assumption of leases of such Propertythe Properties), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Master Lease and the Memoranda of Lease, any other Liens created by the Operative Documents that are attributable to the Lessor Parties, Deed of Trust and any Lessor Liens; (ii) the such Property or Properties shall be conveyed to the Lessee "AS IS" and in its then present physical condition; and (iii) the Lessor shall, at the Lessee's sole cost and expense, shall execute and deliver to the Lessee and the Lessee's title insurance company an affidavit as to the Lessor's title to the Property and the absence of Lessor Liens attributable to the Lessor on the Property, and shall, at the Lessee's sole cost and expense, (x) shall execute and deliver to the Lessee a statement of termination of this Master Lease with respect Lease. (b) If the Lessee properly exercises the Remarketing Option, then the Lessee shall, on the Expiration Date, and at its own cost, transfer possession of all of the Properties to the Property and the Memorandum of Lease covering the Property and releases of any Liens on the Property created by the Operative Documents attributable to the Lessor and (yindependent purchaser(s) use reasonable commercial efforts to obtain terminations of any Liens on the Property which may be held by the Agent, includingthereof, in each case, termination statements for any financing statements which are then case by surrendering the same into the possession of record naming the Lessor or the Agentsuch purchaser(s), as the case may be, free and clear of all Liens other than Lessor Liens and the lien of the Lessor Mortgage, in good condition (as modified by Modifications permitted by this Master Lease), ordinary wear and tear excepted, and in compliance with Applicable Law. The Lessee shall, on and within a reasonable time before and up to one year after the secured party Expiration Date, cooperate reasonably with respect the Lessor and the independent purchaser(s) of the Properties in order to facilitate the purchase by such purchaser(s) of the Properties, 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 copies of all books and records regarding the maintenance and ownership of the Properties and all know-how, data and technical information relating thereto, providing a current copy of the Plans and Specifications for each Property, granting or assigning all licenses necessary for the operation and maintenance of each Property and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of the Lessee under this paragraph shall survive the expiration or termination of this Master Lease.

PROCEDURES RELATING TO PURCHASE OR REMARKETING. Section 19.1XXI.1. Provisions Relating to the Exercise of Purchase Option, Conveyance Upon Remarketing and Conveyance Upon Certain Other EventsPROVISIONS RELATING TO THE EXERCISE OF PURCHASE OPTION OR OBLIGATION AND CONVEYANCE UPON REMARKETING AND CONVEYANCE UPON CERTAIN OTHER EVENTS. (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any termination of this Master Lease with respect to the any Property pursuant to the terms of Article XVI hereofARTICLE XV, in connection with any purchase or in connection with the any Lessee's acquisition purchase of the Lessor's interest in and to the any Property in accordance with Section 18.1 hereof ARTICLE XIV, ARTICLE XVIII or in connection with the Lessee's obligations under Article XVI or Section 17.3(fSECTION 16.2(e) or 18.5 hereofthe payment of all amounts due under Section 5.1 of the Construction Agency Agreement, then, upon the date on which this Master Lease is to terminate with respect to the applicable Property and upon tender by the a Lessee of the amounts set forth in Article XVIARTICLE XV, Sections 17.3(fSECTION 16.2(e), 18.1(a)18.1, 18.2, 18.3 or 18.5 hereof Section 5.1 of the Construction Agency Agreement, as applicable: (i) the Lessor shall execute and deliver to the Lessee Lessees (or to the Lessee's Lessees' designee), ) at the Lessee's Lessees' cost and expense, : (x) a grant deed and a xxxx of sale or other appropriate conveyance document with respect to all buildings such Property (and, with respect to the Headquarters Building, such deed shall apply only to Improvements located on such Property and containing representations and warranties of grantor regarding the absence of Lessor Liens and shall be accompanied by a Master Lease conveyance termination of the LessorGround Lease) without recourse, representation or warranty, except with respect to grantor's acts and to Lessor Liens, (y) a quitclaim bill xx sale with respect to the Equipment located on such Property and (z) an assignment of the entire interest of the Lessor in the such Property or Properties (which shall include an assignment of all of the Lessor's right, title and interest of the Lessor in and to any net insurance proceeds Net Proceeds with respect to the such Property or Properties not previously received by the Lessor and an assignment and assumption of leases of such Propertythe Properties), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Master Lease and the Memoranda of Lease, any other Liens created by the Operative Documents that are attributable to the Lessor Parties, Mortgage and any Lessor Liens;; Master Lease (ii) the such Property shall be conveyed to the Lessee Lessees (or their designee) "AS IS" and in its then present physical condition; and (iii) the Lessor shall, at the Lessee's sole cost and expense, shall execute and deliver to the Lessee Lessees and the Lessee's Lessees' title insurance company an affidavit as to the Lessor's title to the Property and the absence of Lessor Liens attributable to the Lessor on the Property, it and shall, at the Lessee's sole cost and expense, (x) shall execute and deliver to the Lessee a statement of termination of this Master Lease, the applicable Lease with respect to the Property Supplement and the Memorandum of Lease covering the Property and releases of any Liens on the Property created by the Operative Documents attributable to the Lessor and (y) use reasonable commercial efforts to obtain terminations of any Liens on the Property which may be held by the Agent, includingConstruction Agency Agreement, in each casecase to the extent such Operative Documents relate to such Property, termination statements for and shall use reasonable efforts to cause the Lenders to execute and deliver a release of the 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 Lessees, any financing statements which are other Operative Documents, in each case to the extent relating to such Property. (b) If any Lessee properly exercises the Remarketing Option, then each Lessee shall, on the Expiration Date, and at its own cost, transfer possession of record naming all of the Properties to the independent purchaser(s) thereof or, if no sale has been so consummated, to the Lessor, in each case by surrendering the same into the possession of the Lessor or the Agentsuch purchaser(s), as the case may be, free and clear of all Liens other than Lessor Liens and the lien of the Lessor Mortgage, in good condition (as the secured party modified by Modifications permitted by this Master Lease), ordinary wear and tear excepted, and in compliance with Applicable Law. With respect to the Headquarters Building (i) the Lessor Mortgage shall be released as to the Company's fee interest in the Land and (ii) the Company shall retain its fee interest in the Land. Each Lessee shall, on and within a reasonable time before and up to one year after the Expiration Date, cooperate reasonably with the Administrative Agent, the Lessor and the independent purchaser(s) of the Properties in order to facilitate the purchase by such purchaser(s) of the Properties, which cooperation shall include the following, all of which each Lessee shall do on or before the Expiration Date or as soon thereafter as is reasonably practicable: providing copies of all books and records regarding the maintenance and ownership of the Properties and all know-how, data and technical information relating thereto, providing a current copy of the Plans and Specifications for each Property, granting or assigning all licenses in such Lessee's name necessary for the operation and maintenance of each Property and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of each Lessee under this paragraph shall survive the expiration or termination of this Master Lease.

PROCEDURES RELATING TO PURCHASE OR REMARKETING. Section 19.1. 25.1 Provisions Relating to the Exercise of Purchase Option, Conveyance Upon Remarketing and Conveyance Upon Certain Other EventsRemarketing. (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any termination of this Master Lease with respect to the Property pursuant to the terms of Article XVI hereof, in connection with any purchase or in connection with the Lessee's acquisition purchase of the Leased Assets under any Lease Supplement pursuant to Section 22.1 or 22.2, or in connection with a purchase of Lessor's interest in and to the Property in accordance with Section 18.1 hereof or in connection with the Lessee's obligations any Leased Asset under Article XVI XIX or the payment of all amounts due under Section 17.3(f5.1 of the Construction Agency Agreement: (i) or 18.5 hereof, then, upon the date on which this Master Lease is to terminate with respect to the Property and upon tender by the Lessee of shall pay the amounts set forth in Section 22.1, Section 22.2, Article XVIXIX, Sections 17.3(f)Section 5.1 of the Construction Agency Agreement, 18.1(a), or 18.5 hereof as applicable:, together with all accrued Rent relating to such Leased Assets and any other amount then due and payable by the Lessee to the Lessor under this Lease or the other Operative Documents; (iii) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee), ) at the Lessee's cost and expenseexpense a special warranty deed with respect to the Improvements, a grant special warranty deed and or release of Ground Lease with respect to the Land, a xxxx of sale or other appropriate conveyance document with respect to all buildings the Equipment or any other Leased Asset and containing representations and warranties of grantor regarding the absence of Lessor Liens and a Master Lease conveyance an assignment of the Lessor's entire interest in the Property Leased Assets being sold (which shall include an assignment of all of the Lessor's right, title and interest in and to any net insurance proceeds with respect to the Property Net Proceeds not previously received by the Lessor and an assignment and assumption of leases of such Property)and, if applicable, a termination notice pursuant to the Ground Lease, in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Master Lease the Mortgage and the Memoranda of Lease, any other Lessor Liens created by the Operative Documents that are attributable to the Lessor Parties, and any Lessor LiensLessor; (iiiii) the Property Leased Assets being sold shall be conveyed to the Lessee "AS IS" and in its their then present physical condition; and (iiiiv) the Lessor shall, at the Lessee's sole cost and expense, shall execute and deliver to the Lessee and the Lessee's title insurance company an affidavit as to the Lessor's title to the Property and the absence of Lessor Liens attributable to the Lessor on the Property, and shall, at the Lessee's sole cost and expense, Liens. (xb) execute and deliver to If the Lessee a statement of termination of this Master Lease properly exercises the Remarketing Option with respect to the Property and Leased Assets under any Lease Supplement, then the Memorandum of Lease covering the Property and releases of any Liens Lessee shall, on the Property created by Expiration Date, and at its own cost, transfer possession of the Operative Documents attributable Leased Assets to the Lessor and (y) use reasonable commercial efforts to obtain terminations of any Liens on the Property which may be held by the Agent, including, in each case, termination statements for any financing statements which are then of record naming the Lessor or the Agentindependent purchaser(s) thereof, as the case may be, in each case by surrendering the same into the possession of the Lessor or such purchaser(s), as the secured party case may be, free and clear of all Liens other than Lessor Liens, in good condition (as modified by Modifications permitted by this Lease), ordinary wear and tear excepted, and in compliance with respect Applicable Law. The Lessee shall, on and within a reasonable time before and up to one year after the Expiration Date, cooperate reasonably with the Lessor and the independent purchaser(s) of Lessor's interest in the Leased Assets in order to facilitate the purchase by such purchaser's) of Lessor's interest in the Leased Assets, 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 copies of all books and records regarding the maintenance and ownership of the Leased Assets and all data and technical and all other information relating thereto, providing a current copy of the Plans and Specifications for the Properties, granting or assigning all licenses (to the Propertyextent such licenses are assignable under Applicable Law) necessary for the operation and maintenance of the Leased Assets and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of the Lessee under this paragraph shall survive the expiration or termination of this Lease.

PROCEDURES RELATING TO PURCHASE OR REMARKETING. Section 19.125.1. Provisions Relating to the Exercise of Purchase Option, Conveyance Upon Remarketing and Conveyance Upon Certain Other EventsRemarketing. (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any termination of this Master Lease with respect to the Property pursuant to the terms of Article XVI hereof, in connection with any purchase or in connection with the Lessee's acquisition purchase of the Leased Assets under any Lease Supplement pursuant to Section 22.1 or 22.2, or in connection with a purchase of Lessor's interest in and to the Property in accordance with Section 18.1 hereof or in connection with the Lessee's obligations any Leased Asset under Article XVI XIX or the payment of all amounts due under Section 17.3(f5.1 of the Construction Agency Agreement: (i) or 18.5 hereof, then, upon the date on which this Master Lease is to terminate with respect to the Property and upon tender by the Lessee of shall pay the amounts set forth in Section 22.1, Section 22.2, Article XVIXIX, Sections 17.3(f)Section 5.1 of the Construction Agency Agreement, 18.1(a), or 18.5 hereof as applicable:, together with all accrued Rent relating to such Leased Assets and any other amount then due and payable by the Lessee to the Lessor under this Lease or the other Operative Documents; (iii) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee), ) at the Lessee's cost and expenseexpense a special warranty deed with respect to the Improvements, a grant special warranty deed and or release of Ground Lease with respect to the Land, a xxxx of sale or other appropriate conveyance document with respect to all buildings the Equipment or any other Leased Asset and containing representations and warranties of grantor regarding the absence of Lessor Liens and a Master Lease conveyance an assignment of the Lessor's entire interest in the Property Leased Assets being sold (which shall include an assignment of all of the Lessor's right, title and interest in and to any net insurance proceeds with respect to the Property Net Proceeds not previously received by the Lessor and an assignment and assumption of leases of such Property)and, if applicable, a termination notice pursuant to the Ground Lease, in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Master Lease the Mortgage and the Memoranda of Lease, any other Lessor Liens created by the Operative Documents that are attributable to the Lessor Parties, and any Lessor LiensLessor; (iiiii) the Property Leased Assets being sold shall be conveyed to the Lessee "AS IS" and in its their then present physical condition; and (iiiiv) the Lessor shall, at the Lessee's sole cost and expense, shall execute and deliver to the Lessee and the Lessee's title insurance company an affidavit as to the Lessor's title to the Property and the absence of Lessor Liens attributable to the Lessor on the Property, and shall, at the Lessee's sole cost and expense, Liens. (xb) execute and deliver to If the Lessee a statement of termination of this Master Lease properly exercises the Remarketing Option with respect to the Property and Leased Assets under any Lease Supplement, then the Memorandum of Lease covering the Property and releases of any Liens Lessee shall, on the Property created by Expiration Date, and at its own cost, transfer possession of the Operative Documents attributable Leased Assets to the Lessor and (y) use reasonable commercial efforts to obtain terminations of any Liens on the Property which may be held by the Agent, including, in each case, termination statements for any financing statements which are then of record naming the Lessor or the Agentindependent purchaser(s) thereof, as the case may be, in each case by surrendering the same into the possession of the Lessor or such purchaser(s), as the secured party case may be, free and clear of all Liens other than Lessor Liens, in good condition (as modified by Modifications permitted by this Lease), ordinary wear and tear excepted, and in compliance with respect Applicable Law. The Lessee shall, on and within a reasonable time before and up to one year after the Expiration Date, cooperate reasonably with the Lessor and the independent purchaser(s) of Lessor's interest in the Leased Assets in order to facilitate the purchase by such purchaser's) of Lessor's interest in the Leased Assets, 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 copies of all books and records regarding the maintenance and ownership of the Leased Assets and all data and technical and all other information relating thereto, providing a current copy of the Plans and Specifications for the Properties, granting or assigning all licenses (to the Propertyextent such licenses are assignable under Applicable Law) necessary for the operation and maintenance of the Leased Assets and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of the Lessee under this paragraph shall survive the expiration or termination of this Lease.

PROCEDURES RELATING TO PURCHASE OR REMARKETING. Section 19.121.1. Provisions Relating to the Exercise of Purchase Option, Option or Obligation and Conveyance Upon Remarketing and Conveyance Upon Certain Other Events. (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any termination of this Master Lease with respect to the any Property pursuant to the terms of Article XVI hereofXV, in connection with any purchase or in connection Master Lease with the Lessee's acquisition purchase of the Lessor's interest in and to the any Property in accordance with Section 18.1 hereof or in connection with the Lessee's obligations exercise of the purchase right under Article XVI or Section 17.3(f) or 18.5 hereof16.2, then, upon the date on which this Master Lease is to terminate with respect to the applicable Property and upon the payment of all amounts due under Section 5.1 of the Construction Agency Agreement, as applicable, and upon tender by the Lessee of the amounts set forth in Article XVIXV, Sections 17.3(f)16.2 or 18.1, 18.1(a), or 18.5 hereof as applicable: (i) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee), ) at the Lessee's cost and expense, expense a grant quitclaim deed and a xxxx of sale or other appropriate conveyance document with covenants against grantor's acts with respect to all buildings such Property or Properties and containing representations and warranties of grantor regarding the absence of Lessor Liens and a Master Lease conveyance an assignment of the Lessor's entire interest in the such Property or Properties (which shall include an assignment of all of the Lessor's right, title and interest in and to any net insurance proceeds Net Proceeds with respect to the such Property or Properties not previously received by the Lessor and an assignment and assumption of leases of such Propertythe Properties), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Master Lease and the Memoranda of Lease, any other Liens created by the Operative Documents that are attributable to the Lessor Parties, Mortgage and any Lessor Liens; (ii) the such Property or Properties shall be conveyed to the Lessee "AS IS" and in its then present physical condition; and (iii) the Lessor shall, at the Lessee's sole cost and expense, shall execute and deliver to the Lessee and the Lessee's title insurance company an affidavit as to the Lessor's title to the Property and the absence of Lessor Liens attributable to the Lessor on the Property, and shall, at the Lessee's sole cost and expense, (x) shall execute and deliver to the Lessee a statement of termination of this Master Lease with respect to the extent this Master Lease relates to such Property and or Properties. (b) If the Memorandum of Lease covering Lessee properly exercises the Property and releases of any Liens Remarketing Option, then the Lessee shall, on the Property created by Expiration Date, and at its own cost, transfer possession of all of the Operative Documents attributable Properties to the Lessor and (yindependent purchaser(s) use reasonable commercial efforts to obtain terminations of any Liens on the Property which may be held by the Agent, includingthereof, in each case, termination statements for any financing statements which are then case by surrendering the same into the possession of record naming the Lessor or the Agentsuch purchaser(s), as the case may be, free and clear of all Liens other than Lessor Liens and the lien of the Lessor Mortgage, in good condition (as the secured party modified by Modifications permitted by this Master Lease), ordinary wear and tear excepted, and in compliance with respect to the Property.Applicable Law. Master Lease

PROCEDURES RELATING TO PURCHASE OR REMARKETING. Section 19.121.1. Provisions Relating to the Exercise of Purchase Option, Option or Obligation and Conveyance Upon Remarketing and Conveyance Upon Certain Other Events. (a) Conveyance Upon Purchase by the Lessee, Etc. In connection with any termination of this Master Lease with respect to the any Property pursuant to the terms of Article XVI hereofXV, in connection with any purchase or in connection with the Lessee's acquisition purchase of the Lessor's interest in and to the any Property in accordance with Section 18.1 hereof or in connection with the Lessee's Expiration Date Purchase Obligation or obligations under Article XVI or Section 17.3(f) or 18.5 hereof16.2(e), then, upon the date on which this Master Lease is to terminate with respect to the applicable Property and upon the payment of all amounts due under Section 5.1 of the Construction Agency Agreement, as applicable, and upon tender by the Lessee of the amounts set forth in Article XVIXV, Sections 17.3(f16.2(e), 18.1(a)18.1 or 18.2, or 18.5 hereof as applicable: (i) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee), ) at the Lessee's cost and expense, expense a grant deed and a xxxx of sale or other appropriate conveyance document with respect to all buildings and such Property or Properties containing representations and warranties of grantor to the Lessee regarding Lessor Liens, a bill xx sale with respect to the absence of Lessor Liens Equipment located on such Property or Properties and a Master Lease conveyance an assignment of the Lessor's entire interest in the such Property or Properties (which shall include an assignment of all of the Lessor's right, title and interest in and to any net insurance proceeds Net Proceeds with respect to the such Property or Properties not previously received by the Lessor and an assignment and assumption of leases of such Propertythe Properties), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Master Lease and the Memoranda of Lease, any other Liens created by the Operative Documents that are attributable to the Lessor Parties, Deed of Trust and any Lessor Liens; (ii) the such Property or Properties shall be conveyed to the Lessee "AS IS" and in its then present physical condition; and (iii) the Lessor shall, at the Lessee's sole cost and expense, shall execute and deliver to the Lessee and the Lessee's title insurance company an affidavit as to the Lessor's title to the Property and the absence of Lessor Liens attributable to the Lessor on the Property, and shall, at the Lessee's sole cost and expense, (x) shall execute and deliver to the Lessee a statement of termination of this Master Lease. (b) If the Lessee properly exercises the Remarketing Option, then the Lessee shall, on the Expiration Date, and at its own cost, transfer possession of all of the 40 Master Lease with respect Properties to the Property and the Memorandum of Lease covering the Property and releases of any Liens on the Property created by the Operative Documents attributable to the Lessor and (yindependent purchaser(s) use reasonable commercial efforts to obtain terminations of any Liens on the Property which may be held by the Agent, includingthereof, in each case, termination statements for any financing statements which are then case by surrendering the same into the possession of record naming the Lessor or the Agentsuch purchaser(s), as the case may be, free and clear of all Liens other than Lessor Liens and the lien of the Lessor Mortgage, in good condition (as modified by Modifications permitted by this Master Lease), ordinary wear and tear excepted, and in compliance with Applicable Law. The Lessee shall, on and within a reasonable time before and up to one year after the secured party Expiration Date, cooperate reasonably with respect the Lessor and the independent purchaser(s) of the Properties in order to facilitate the purchase by such purchaser(s) of the Properties, 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 copies of all books and records regarding the maintenance and ownership of the Properties and all know-how, data and technical information relating thereto, providing a current copy of the Plans and Specifications for each Property, granting or assigning all licenses necessary for the operation and maintenance of each Property and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of the Lessee under this paragraph shall survive the expiration or termination of this Master Lease.