Common use of PURCHASE OF THE LEASED PROPERTY Clause in Contracts

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor or any portion of the Leased Property relating to any Facility pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent Rent, including, without limitation, any unpaid Additional Charges and any other amounts owed by Lessee or its Affiliates to Lessor and its Affiliates, due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property of such Facility to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those placed by Lessee on the Leased Property; (b) those that Lessee has agreed or is required hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (c) any other Encumbrances permitted to be imposed those encumbrances placed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lesseein accordance with Sections 7.3 and 38.7, if any; and (d) any matters affecting such portion of the Leased Property on or as of the Commencement applicable Acquisition Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to It shall be paid in cash a condition precedent to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated ’s obligation to purchase the Leased Property until that the applicable Title Company agree to commit to issue a title policy insuring title to the Leased Property subject only to the matters described in clauses (a) through (d) of the preceding sentence (and MPT shall deliver an Owner's Affidavit in customary form to the Title Company as may be necessary for the Title Company, with appropriate qualifications based on Lessee's inability ’s sole and absolute control and possession of the Leased Property during the Term) to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such periodissue a title policy). All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, prepayment penalties, and any other fees of any Facility Lender with respect to any Facility Instrument, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXVLease other than Section 29.2, Lessor shall, upon receipt from Lessee of the applicable purchase priceprice (after credit for the balance of the Capital Replacement Account), together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder agrees to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed agrees in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII 32 which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement DateDate as shown on Exhibit B attached hereto. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents or of Lessor to get the legal opinion described in the last sentence of this Article 17 and approvals for such transfer; provided, however, if Lessor cannot obtain the legal opinion described herein, after receipt of Lessor's written notice that Lessor cannot obtain the required legal opinion, Lessee shall have ninety (90) days in which to elect to substitute a new property in accordance with the provisions of Article 20 and upon failure to give written notice to Lessor within said ninety (90) day period, Lessor may elect (i) not to consummate the transfer whereupon this Lease shall continue in full force and if effect or (ii) to consummate the transfer whereupon this Lease shall terminate. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period and any other options available to Lessee under this Lease at the time the purchase option was exercised shall be reinstated during such 30 days period. The closing with respect to any such sale shall be appropriately timed to accommodate the determination of the Minimum Purchase Price in accordance with Article 28. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, taxes and recording fees and similar charges shall be paid for by Lessee. Additionally, any sale to Lessee shall be subject to delivery of an opinion of Lessor's counsel confirming that (i) the sale will not result in ordinary recapture income to Lessor pursuant to Code Section 1245 or 1250 or any other Code provision, (ii) the sale will result in income, if any, to Lessor of a type described in Code Section 856(c)(2) or 856(c)(3) and will not result in income of the types described in Code Section 856(c)(4) or result in the tax imposed under Code Section 857(b)(6), and (iii) the sale, together with all other substitutions and sales made or requested by Lessee pursuant to any other leases with Lessor of properties hereto or any other transfers of the Leased Property or the properties leased under other such operating leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856-860.

PURCHASE OF THE LEASED PROPERTY. In the event If Lessee purchases the Leased Property of any Facility from Lessor pursuant to any of the terms provisions of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special or limited warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the such Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (ai) those that Lessee has agreed hereunder to pay or discharge, ; (bii) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (ciii) those liens and encumbrances which were in effect on the date of conveyance of such Leased Property to Lessor; and (iv) any other Encumbrances encumbrances permitted hereunder to be imposed on the such Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting Lessee or material interference with the Leased Property on use or as operations of the Commencement Dateapplicable Facility for its Primary Intended Use. The difference between the applicable purchase price and price, less the total amount of the encumbrances assigned assumed or taken subject to which can be satisfied by the payment of money (other than any financing provided by Lessor for the purchase of the applicable Leased Property), shall be paid in cash to Lessor, Lessor or as Lessor may direct, direct in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such periodfunds. All reasonable out-of-pocket expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, attorneys' ’ fees incurred by Lessor in connection with such conveyanceconveyance and release, transfer taxestaxes and recording and escrow fees, recording fees and similar charges shall be paid for by Lessee. Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or (in substantially the same form used to convey the Leased Property to Lessor) and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing and in its discretion to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII XXXII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if transfer. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period. The closing with respect to any such sale shall be appropriately timed to accommodate the determination of the Minimum Repurchase Price in accordance with Article XXVIII. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, and transfer taxes, recording shall be paid by Lessor. Recording fees and similar charges shall be paid for by Lessee. Additionally, any sale to Lessee shall be subject to delivery of an opinion of Lessor's counsel confirming that (i) the sale will not result in ordinary recapture income to the Lessor pursuant to Code Section 1245 or 1250 or any other Code provision, (ii) the sale will result in income, if any, to the Lessor of a type described in Code Section 856(c)(2) or 856(c)(3) and will not result in income of the types described in Code Section 856(c)(4) or in the tax imposed under Code Section 857(b)(6), and (iii) the sale, together with all other substitutions and sales made or requested by Lessee pursuant to any other leases with Lessor of properties hereto or any other transfers of the Leased Property or the properties leased under other such operating leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856-860. In the event that Lessor's counsel cannot deliver such an opinion, the parties hereto agree to endeavor to enter into an alternate arrangement such that the economic benefits conferred upon the parties under this Lease are not impaired (such arrangements to include, by way of example and not limitation, deferral of the conveyance until such time as such opinion can be delivered).

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or assignment of ground lease (in substantially the same form used to convey the Leased Property to Lessor) and any other instrument of conveyance conveying documents reasonably requested by Lxxxxx to convey the entire interest of Lessor in and to the Leased Property Property, subject only to Lessee the Permitted Exceptions and the Permitted Liens, to Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee Lxxxxx has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee Lxxxxx has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII XXXII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and LesseeLxxxxx. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if transfer. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee Lxxxxx elected or became obligated to purchase the Leased Property until Lessee's ’s inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, attorneys' ’ fees incurred by Lessor in connection with such conveyance, and transfer taxes, recording shall be paid by Lxxxxx. Recording fees and similar charges shall be paid for by LesseeLxxxxx. Additionally, any sale to Lessee shall be subject to delivery of an opinion of Lessor’s counsel confirming that (i) the sale will not result in ordinary recapture income to the Lessor pursuant to Code Section 1245 or 1250 or any other Code provision, (ii) the sale will result in income, if any, to the Lessor of a type described in Code Section 856(c)(2) or (3) and will not result in income of the types described in Code Section 856(c)(4) or result in the tax imposed under Code Section 857(b)(6), and (iii) the sale, together with all other substitutions and sales made or requested by Lessee pursuant to any other leases with Lessor of properties hereto or any other transfers of the Leased Property or the properties leased under other such operating leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856-860.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee or Prime purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXVSection 35.1, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed deed, assignment agreement or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, prepayment penalties and any other fees with respect to any Facility Instrument, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event If Lessee purchases the Leased Property of any Facility from Lessor pursuant to any of the terms provisions of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special or limited warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the such Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (ai) those that Lessee has agreed hereunder to pay or discharge, ; (bii) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (ciii) those liens and encumbrances which were in effect on the date of conveyance of such Leased Property to Lessor; and (iv) any other Encumbrances encumbrances permitted hereunder to be imposed on the such Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting Lessee or material interference with the Leased Property on use or as operations of the Commencement Dateapplicable Facility for its Primary Intended Use. The difference between the applicable purchase price and the total of the encumbrances assigned assumed or taken subject to shall be paid in cash to Lessor, Lessor or as Lessor may direct, direct in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such periodfunds. All reasonable out of pocket expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, attorneys' ’ fees incurred by Lessor in connection with such conveyanceconveyance and release, transfer taxestaxes and recording and escrow fees, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase priceprice (after credit for the balance of the Capital Replacement Account), together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or (in substantially the same form used to convey the Leased Property to Lessor) and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII XXXII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if transfer. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period. The closing with respect to any such sale shall be appropriately timed to accommodate the determination of the Minimum Purchase Amount in accordance with Article XXVIII. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, taxes and recording fees and similar charges shall be paid for by Lessee. Additionally, any sale to Lessee shall be subject to delivery of an opinion of Lessor's counsel confirming that (i) the sale will not result in ordinary recapture income to Lessor pursuant to Code Section 1245 or 1250 or any other Code provision, (ii) the sale will result in income, if any, to Lessor of a type described in Code Section 856(c)(2) or 856(c)(3) and will not result in income of the types described in Code Section 856(c)(4) or result in the tax imposed under Code Section 857(b)(6), and (iii) the sale, together with all other substitutions and sales made or requested by Lessee pursuant to any other leases with Lessor of properties hereto or any other transfers of the Leased Property or the properties leased under other such operating leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856-860.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXVXXXIV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer (so long as Lessee immediately applies for, seeks in good faith and, diligently pursues to obtain, such consents and approvals) and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consentsconsents prior to the closing date, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty a deed or other instrument with covenants only against acts of conveyance Lessor conveying the entire interest of Lessor in and to the Leased Property to Lessee subject to all applicable Legal Requirements, all of the matters described in the condition as received from Lessee, free and clear of all encumbrances other than clauses (a) those that Lessee has agreed hereunder to pay or discharge), (b), (e) those mortgage liensand (g) of Section 11.5.2, if anyImpositions, any Liens created by Lessee, any Liens created in accordance with the terms of this Lease (except to the extent specifically excluded by the terms hereof) or consented to by Lessee, the claims of all Persons claiming by, through or under Lessee, any other matters assented to by Lessee and all matters for which Lessee has agreed in writing responsibility under any of the Lease Documents, but otherwise not subject to accept and to take title subject to, (c) any other Encumbrances Lien created by Lessor from and after the Commencement Date (other than an Encumbrance permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to 20 which Lessee may take subject without cost elects to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Dateassume). The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard or extended coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, recording and transfer taxes, taxes and recording fees and similar charges and specifically excluding any prepayment penalties, if any, due Lessor's mortgagee, shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. 18.1 Purchase of the Leased Property. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty a deed or other instrument with covenants only against acts of conveyance Lessor conveying the entire interest of Lessor in and to the Leased Property to Lessee subject to all applicable Legal Requirements, all of the matters described in the condition as received from Lessee, free and clear of all encumbrances other than clauses (a) those that Lessee has agreed hereunder to pay or discharge), (b), (e) those mortgage liensand (g) of Section 1 I.5.2, if anyImpositions, any Liens created by Lessee, any Liens created in accordance with the terms of this Lease (except to the extent specifically excluded by the terms hereof or consented to by Lessee, the claims of all Persons claiming by, through or under Lessee, any other matters assented to by Lessee and all matters for which Lessee has agreed in writing responsibility under any of the Lease Documents, but otherwise not subject to accept and to take title subject to, (c) any other Encumbrances Lien created by Lessor from and after the Commencement Date (other than an Encumbrance permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to 20 which Lessee may take subject without cost elects to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Dateassume). The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard or extended coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, recording and transfer taxes, taxes and recording fees and similar charges and specifically excluding any prepayment penalties, if any, due Lessor's mortgagee, shall be paid for by Lessee.. 18.2

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXVLease other than Section 29.2, Lessor shall, upon receipt from Lessee of the applicable purchase priceprice (after credit for the balance of the Capital Replacement Account), together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder agrees to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed agrees in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII 32 which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement DateDate as shown on Exhibit B attached hereto. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents or of Lessor to get the legal opinion described in the last sentence of this Article 17 and approvals for such transfer; provided, however, if Lessor cannot obtain the legal opinion described herein, after receipt of Lessor's written notice that Lessor cannot obtain the required legal opinion, Lessee shall have ninety (90) days in which to elect to substitute a new property in accordance with the provisions of Article 20 and upon failure to give written notice to Lessor within said ninety (90) day period, Lessor may elect (i) not to consummate the transfer whereupon this Lease shall continue in full force and if effect or (ii) to consummate the transfer whereupon this Lease shall terminate. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period and any other options available to Lessee under this Lease at the time the purchase option was exercised shall be reinstated during such 30 days period. The closing with respect to any such sale shall be appropriately timed to accommodate the determination of the Minimum Purchase Price in accordance with Article 28. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, taxes and recording fees and similar charges shall be paid for by Lessee. Additionally, any sale to Lessee shall be subject to delivery of an opinion of Lessors counsel confirming that (i) the sale will not result in ordinary recapture income to Lessor pursuant to Code Section 1245 or 1250 or any other Code provision, (ii) the sale will result in income, if any, to Lessor of a type described in Code Section 856(c)(2) or 856(c)(3) and will not result in income of the types described in Code Section 856(c)(4) or result in the tax imposed under Code Section 857(b)(6), and (iii) the sale, together with all other substitutions and sales made or requested by Lessee pursuant to any other leases with Lessor of properties hereto or any other transfers of the Leased Property or the properties leased under other such operating leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856-860.

PURCHASE OF THE LEASED PROPERTY. In the event If Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXVLessor, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (ai) those that Lessee has agreed hereunder to pay or discharge, ; (bii) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (ciii) those liens and encumbrances which were in effect on the date of conveyance of the Leased Property to Lessor; and (iv) any other Encumbrances encumbrances permitted hereunder to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee; provided, however, that in no event shall Lessee be obligated to assume or take subject to any encumbrance with a principal balance in excess of the applicable purchase or option price, and (d) provided further that where the purchase price is equal to the Minimum Repurchase Price and if any matters affecting such encumbrance may not be removed without penalty, the Leased Property applicable purchase price shall be increased or decreased by an amount equal to the positive or negative effect on or as Fair Market Value attributable to the interest rate, amortization schedule, maturity date, prepayment penalty and other terms and conditions of the Commencement Datesuch encumbrance. The difference between the applicable purchase price and the total of the encumbrances assigned assumed or taken subject to shall be paid in cash to Lessor, Lessor or as Lessor may direct, direct in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such periodfunds. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyanceconveyance and release, transfer taxestaxes and recording and escrow fees, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases has a right or option to purchase the Leased Property from Lessor pursuant to any of the terms of this Lease, includingso long as such right or option to purchase is not inconsistent with the terms, without limitation Article XXXVprovisions and conditions of the Ground Lease, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased any Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent Rent, including, without limitation, any unpaid Additional Charges and any other amounts owed by Lessee or its Affiliates to Lessor, MPT Real Estate Owner and their respective Affiliates, due and payable with respect to any period ending on or before the date of the purchase, cause MPT Real Estate Owner to deliver to Lessee an appropriate special warranty deed or other similar instrument of conveyance conveying the entire interest of Lessor MPT Real Estate Owner in and to the Leased such Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, ; (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (c) any other Encumbrances Liens permitted to be imposed on the Leased such Property under the provisions of Article XXXVII XXXVI which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, ; and (d) any matters affecting the Leased such Property on or as of the applicable Commencement Date. The difference positive difference, if any, between the applicable purchase price and the total of the monetary encumbrances assigned or taken subject to shall be paid in cash to LessorMPT Real Estate Owner, or as Lessor MPT Real Estate Owner may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor MPT Real Estate Owner and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase such portion of the Leased Property until Lessee's ’s inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' ’ fees incurred by Lessor and MPT Real Estate Owner in connection with such conveyance, transfer taxes, prepayment penalties, and any other reasonable fees of any Facility Lender with respect to any Facility Instrument, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. If this Lease is in full force and effect and there exists no Event of Default which has not been cured within the applicable grace period, then the Lessee shall have the option exercisable on not less than six (6) months nor more than twenty-four (24) months notice to purchase the Leased Property beginning on the anniversary of the Commencement Date at a purchase price equal to the Fair Market Value of the Leased Property. In the event the Lessee purchases the Leased Property from the Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, the Lessor shall, upon receipt from the Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to the Lessee an appropriate special warranty a deed or other instrument with covenants only against acts of conveyance the Lessor conveying the entire interest of the Lessor in and to the Leased Property to the Lessee subject to all Legal Requirements, all of the matters described in the condition as received from Lessee, free and clear of all encumbrances other than clauses (a) those that Lessee has agreed hereunder to pay or discharge), (b), (e) those mortgage liensand (g) of Section 11.5.2, if anyImpositions, any Liens created by the Lessee, any Liens created in accordance with the terms of this Lease or consented to by the Lessee, the claims of all Persons claiming by through or under the Lessee, any other matters assented to by the Lessee and all matters for which the Lessee has agreed in writing responsibility under any of the Lease Documents, but otherwise not subject to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on Lien created by the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, Lessor from and (d) any matters affecting the Leased Property on or as of after the Commencement DateDate (other than an Encumbrance permitted under Article 20 which the Lessee elects to assume). The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to the Lessor, or as the Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by the Lessor and the Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or costs, standard (and extended) coverage title insurance, surveyinsurance premiums, attorneys' , fees incurred by the Lessor in connection with such conveyance, recording and transfer taxes, taxes and recording fees and other similar charges shall be paid for by the Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or (in substantially the same form used to convey the Leased Property to Lessor) and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing and in its discretion to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII 32 which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if transfer. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period. The closing with respect to any such sale shall be appropriately timed to accommodate the determination of the Minimum Purchase Price in accordance with Article 28. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, taxes and recording fees and similar charges shall be paid for by Lessee. Additionally, any sale to Lessee shall be subject to delivery of an opinion of Lessor's counsel confirming that (i) the sale will not result in ordinary recapture income to Lessor pursuant to Code Section 1245 or 1250 or any other Code provision, (ii) the sale will result in income, if any, to Lessor of a type described in Code Section 856(c)(2) or 856(c)(3) and will not result in income of the types described in Code Section 856(c)(4) or result in the tax imposed under Code Section 857(b)(6), and (iii) the sale, together with all other substitutions and sales made or requested by Lessee pursuant to any other leases with Lessor of properties hereto or any other transfers of the Leased Property or the properties leased under other such operating leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856-860. In the event that Lessor's counsel cannot deliver such an opinion, the parties hereto agree to endeavor to enter into an alternate arrangement such that the economic benefits conferred upon the parties under this Lease are not impaired (such arrangements to include, by way of example and not limitation, deferral of the conveyance until such time as such opinion can be delivered).

PURCHASE OF THE LEASED PROPERTY. 18.1PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty a deed or other instrument with covenants only against acts of conveyance Lessor conveying the entire interest of Lessor in and to the Leased Property to Lessee subject to all applicable Legal Requirements, all of the matters described in the condition as received from Lessee, free and clear of all encumbrances other than clauses (a) those that Lessee has agreed hereunder to pay or discharge), (b), (e) those mortgage liensand (g) of Section 11.5.2, if anyImpositions, any Liens created by Lessee, any Liens created in accordance with the terms of this Lease (except to the extent specifically excluded by the terms hereof) or consented to by Lessee, the claims of all Persons claiming by, through or under Lessee, any other matters assented to by Lessee and all matters for which Lessee has agreed in writing responsibility under any of the Lease Documents, but otherwise not subject to accept and to take title subject to, (c) any other Encumbrances Lien created by Lessor from and after the Commencement Date (other than an Encumbrance permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to 20 which Lessee may take subject without cost elects to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Dateassume). The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard or extended coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, recording and transfer taxes, taxes and recording fees and similar charges and specifically excluding any prepayment penalties, if any, due Lessor's mortgagee, shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the portion of the Leased Property from Lessor relating to any Facility pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent Rent, including, without limitation, any unpaid Additional Charges and any other amounts owed by Lessee or its Affiliates to Lessor and its Affiliates, due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property of such Facility to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, ; (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (c) any other Encumbrances Liens permitted to be imposed on the Leased Property under the provisions of Article XXXVII XXXVI which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, ; and (d) any matters affecting such portion of the Leased Property relating to such Facility on or as of the Commencement Date. The difference positive difference, if any, between the applicable purchase price and the total of the monetary encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase such portion of the Leased Property until Lessee's ’s inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' ’ fees incurred by Lessor in connection with such conveyance, transfer taxes, prepayment penalties, and any other fees of any Facility Lender with respect to any Facility Instrument, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property Properly from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or (in substantially the same form used to convey the Leased Property to Lessor) and any other instrument of conveyance conveying documents reasonably requested by Lxxxxx to convey the entire interest of Lessor in and to the Leased Property to Lessee (including a conveyance of Lessor's interest in the condition as received from plans and specifications for the Leased Improvements), subject only to the Permitted Exceptions, to Lessee, and such other standard documents usually and customarily prepared in connection with such transfers, free and clear of all encumbrances other than (a) those that Lessee Lxxxxx has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee Lxxxxx has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII 32 which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and LesseeLxxxxx. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if transfer. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee Lxxxxx elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period. All expenses of such conveyance, including, without limitation, including the cost of title examination or and standard coverage title insuranceinsurance in the amount of the applicable purchase price, survey, reasonable and actual attorneys' fees incurred by Lessor in connection with such conveyance, and transfer taxes, recording shall be paid by Lxxxxx, unless Lessee's purchase of the Leased Property results from a default by Lessor under Section 30.1 of this Lease (in which case Lessor will pay the expenses of conveyance described herein). Recording fees and similar charges shall be paid for by LesseeLxxxxx.

PURCHASE OF THE LEASED PROPERTY. In the event the Lessee purchases the Leased Property from the Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, the Lessor shall, upon (a) receipt from the Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and (b) if the Lessee so elects, the assumption by Lessee of all obligations under all of the documents evidencing any Fee Mortgage Loan (including, without limitation, if applicable, the HUD Financing Documents), together with a full release (in form and substance acceptable to Lessor) of Lessor from all obligations thereunder, deliver to the Lessee an appropriate special warranty (i) a deed or other instrument with covenants only against acts of conveyance the Lessor conveying the entire interest of the Lessor in and to the Leased Property to the Lessee subject to all Legal Requirements, all of the matters described in the condition as received from Lessee, free and clear of all encumbrances other than clauses (a) those that Lessee has agreed hereunder to pay or discharge), (b), (e) those mortgage liensand (g) of Section 11.4.2, Impositions, any Liens created by the Lessee, any Liens created in accordance with the terms of this Lease or consented to by the Lessee, the claims of all Persons claiming by through or under the Lessee, any other matters assented to by the Lessee and all matters for which the Lessee has responsibility under any of the Lease Documents, but otherwise not subject to any other Lien created by the Lessor from and after the Commencement Date (other than an Encumbrance permitted under Article 20 which the Lessee elects to assume) and (ii) if the Lessee has elected to assume any Fee Mortgage Loan, an assignment from the Lessor of all of its right, title and interest to all amounts, if any, which Lessee has agreed then held in writing to accept and to take title subject toescrow by the applicable Fee Mortgagee (including, (c) any other Encumbrances permitted to be imposed on without limitation, all amounts, if applicable, held in the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement DateHUD Escrow Accounts). The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to the Lessor, or as the Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by the Lessor and the Lessee. The closing of any such sale Each party shall be contingent upon and subject to Lessee obtaining pay all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor it in connection with any such conveyance, . All recording and transfer taxes, taxes and recording fees and other similar charges shall be paid for by split equally between the Lessor and the Lessee. Notwithstanding anything to the contrary set forth herein, in no event shall the Lessee be obligated to assume any Fee Mortgage Loan and, in the event that the Lessee does not elect to assume any Fee Mortgage Loan, the Lessor shall pay all amounts outstanding under all applicable Fee Mortgage Loans so as to be able to transfer the Leased Property to the Lessee free and clear of all liens securing any Fee Mortgage Loan.

PURCHASE OF THE LEASED PROPERTY. 18.1 In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXVSection 35.1, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed deed, assignment agreement or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from LesseeLessee and/or Prime, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, prepayment penalties and any other fees with respect to any Facility Instrument, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed deed, Act of Cash Sale, or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer (so long as Lessee immediately applies for, seeks in good faith and diligently pursues to obtain such consents and approvals) and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consentsconsents prior to the closing date, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event If Lessee purchases the Leased Property of any Facility from Lessor pursuant to any of the terms provision of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (ai) those that Lessee has agreed hereunder to pay or discharge, ; (bii) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (ciii) those liens and encumbrances which were in effect on the date of conveyance of such Leased Property to Lessor; and (iv) any other Encumbrances encumbrances permitted hereunder to be imposed on the such Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee; provided, however, that in no event shall Lessee be obligated to assume or take subject to any encumbrance with a principal balance in excess of the applicable purchase or option price, and (d) provided further that where the purchase price is equal to the Minimum Repurchase Price and if any matters affecting such encumbrance may not be removed without penalty, the Leased Property applicable purchase price shall be increased or decreased by an amount equal to the positive or negative effect on or as Fair Market Value attributable to the interest rate, amortization schedule, maturity date, prepayment penalty and other terms and conditions of the Commencement Datesuch encumbrance. The difference between the applicable purchase price and the total of the encumbrances assigned assumed or taken subject to shall be paid in cash to Lessor, Lessor or as Lessor may direct, direct in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such periodfunds. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyanceconveyance and release, transfer taxestaxes and recording and escrow fees, recording fees and similar charges shall be paid for by Lessee.. ARTICLE XIX. 19.1

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII XXXVIII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor Lessee may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, and transfer taxes, recording shall be paid by Lessor, except that such charges shall be paid by Lessee in case of a sale pursuant to Section 16.4. Recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor or any portion of the Leased Property relating to any Facility pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent Rent, including, without limitation, any unpaid Additional Charges and any other amounts owed by Lessee or its Affiliates to Lessor and its Affiliates, due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property of such Facility to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those placed by Lessee on the Leased Property; (b) those that Lessee has agreed or is required hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (c) any other Encumbrances permitted to be imposed those encumbrances placed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lesseein accordance with Sections 7.3 and 38.7, if any; and (d) any matters affecting such portion of the Leased Property on or as of the Commencement applicable Acquisition Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to It shall be paid in cash a condition precedent to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated ’s obligation to purchase the Leased Property until that the applicable Title Company agree to commit to issue a title policy insuring title to the Leased Property subject only to the matters described in clauses (a) through (d) of the preceding sentence (and MPT shall deliver an Owner’s Affidavit in customary form to the Title Company as may be necessary for the Title Company, with appropriate qualifications based on Lessee's inability ’s sole and absolute control and possession of the Leased Property during the Term) to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such periodissue a title policy). All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' ’ fees incurred by Lessor in connection with such conveyance, transfer taxes, prepayment penalties, and any other fees of any Facility Lender with respect to any Facility Instrument, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the portion of the Leased Property from Lessor relating to any Facility pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent Rent, including, without limitation, any unpaid Additional Charges and any other amounts owed by Lessee or its Affiliates to Lessor and its Affiliates, due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property of such Facility to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, ; (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, ; (c) any other Encumbrances Liens permitted to be imposed on the Leased Property under the provisions of Article XXXVII XXXVI which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, ; and (d) any matters affecting such portion of the Leased Property relating to such Facility on or as of the Commencement Date. The difference positive difference, if any, between the applicable purchase price and the total of the monetary encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase such portion of the Leased Property until Lessee's ’s inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' ’ fees incurred by Lessor in connection with such conveyance, transfer taxes, prepayment penalties, and any other fees of any Facility Lender with respect to any Facility Instrument, recording fees and similar charges shall be paid for by Lessee. Notwithstanding anything contained herein to the contrary, Lessee understands, acknowledges and agrees that, in connection with the purchase of the Shasta Facility, with respect to the Shasta Ground Lease Property, such purchase will include only Lessor’s leasehold interest in the Shasta Ground Lease Property and shall be subject to all of the terms, provisions and conditions of the Shasta Ground Lease.

PURCHASE OF THE LEASED PROPERTY. If this Lease is in full force and effect and there exists no Event of Default which has not been cured within the applicable grace period, then the Lessee shall have the option exercisable on not less than six (6) months nor more than twenty-four (24) months notice to purchase the Leased Property beginning on the ______ (___) 76 anniversary of the Commencement Date at a purchase price equal to the Fair Market Value of the Leased Property. In the event the Lessee purchases the Leased Property from the Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, the Lessor shall, upon receipt from the Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to the Lessee an appropriate special warranty a deed or other instrument with covenants only against acts of conveyance the Lessor conveying the entire interest of the Lessor in and to the Leased Property to the Lessee subject to all Legal Requirements, all of the matters described in the condition as received from Lessee, free and clear of all encumbrances other than clauses (a) those that Lessee has agreed hereunder to pay or discharge), (b), (e) those mortgage liensand (g) of Section 11.5.2, if anyImpositions, any Liens created by the Lessee, any Liens created in accordance with the terms of this Lease or consented to by the Lessee, the claims of all Persons claiming by through or under the Lessee, any other matters assented to by the Lessee and all matters for which the Lessee has agreed in writing responsibility under any of the Lease Documents, but otherwise not subject to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on Lien created by the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, Lessor from and (d) any matters affecting the Leased Property on or as of after the Commencement DateDate (other than an Encumbrance permitted under Article 20 which the Lessee elects to assume). The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to the Lessor, or as the Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by the Lessor and the Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or costs, standard (and extended) coverage title insurance, surveyinsurance premiums, attorneys' fees incurred by the Lessor in connection with such conveyance, recording and transfer taxes, taxes and recording fees and other similar charges shall be paid for by the Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXVXXXIV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Lessor in and to the Leased Property to Lessee in the condition as received from Lessee, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer (so long as Lessee immediately applies for, seeks in good faith, and diligently pursues, to obtain such consents and approvals) and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consentsconsents prior to the closing date, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, prepayment penalties and any other fees with respect to any Facility Instrument, recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase priceprice (after credit for the balance of the Capital Replacement Account or the proceeds of any Taking or any casualty), together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or (in substantially the same form used to convey the Leased Property to Lessor) and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII XXXII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if transfer. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period. The closing with respect to any such sale shall be appropriately timed to accommodate the determination of the Minimum Purchase Price in accordance with Article XXVIII. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, taxes and recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase priceprice (after credit for the balance of the Capital Replacement Account), together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or (in substantially the same form used to convey the Leased Property to Lessor) and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII 32 which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if transfer. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period. The closing with respect to any such sale shall be appropriately timed to accommodate the determination of the Minimum Purchase Price in accordance with Article 28. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, taxes and recording fees and similar charges shall be paid for by Lessee.. Additionally, any sale to Lessee shall be subject to delivery of an opinion of Lessor's counsel confirming that (i) the sale will not result in ordinary recapture income to Lessor pursuant to Code Section 1245 or 1250 or any other Code provision, (ii) the sale will result in income, if any, to Lessor of a type described in Code Section 856(c)(2) or 856(c)(3) and will not result in income of the types described in Code Section 856(c)(4) or result in the tax imposed under Code Section 857(b)(6), and (iii) the sale, together with all other substitutions and sales made or requested by Lessee pursuant to any other leases with Lessor of properties hereto or any other transfers of the Leased Property or the properties leased under other such operating leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856-

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property from Lessor pursuant to any of the terms Section 14.3 of this Lease, including, without limitation Article XXXV, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or for the Land (in substantially the same form used to convey the Land and Leased Improvements to Lessor) and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII XXXII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, and (d) any matters affecting the Leased Property on or as of the Commencement Date. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if transfer. If such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, attorneys' fees incurred by Lessor in connection with such conveyance, documentary stamps, and transfer taxes, recording shall be paid by Lessor. Recording fees and similar charges shall be paid for by Lessee.

PURCHASE OF THE LEASED PROPERTY. If this Lease is in full force and effect and there exists no Event of Default which has not been cured within the applicable grace period, then the Lessee shall have the option exercisable on not less than six (6) months nor more than twenty-four (24) months notice to purchase the Leased Property beginning on the ____ anniversary of the Commencement Date at a purchase price equal to the Fair Market Value of the Leased Property. In the event the Lessee purchases the Leased Property from the Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXV, the Lessor shall, upon receipt from the Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to the Lessee an appropriate special warranty a deed or other instrument with covenants only against acts of conveyance the Lessor conveying the entire interest of the Lessor in and to the Leased Property to the Lessee subject to all Legal Requirements, all of the matters described in the condition as received from Lessee, free and clear of all encumbrances other than clauses (a) those that Lessee has agreed hereunder to pay or discharge), (b), (e) those mortgage liensand (g) of Section 11.5.2, if anyImpositions, any Liens created by the Lessee, any Liens created in accordance with the terms of this Lease or consented to by the Lessee, the claims of all Persons claiming by through or under the Lessee, any other matters assented to by the Lessee and all matters for which the Lessee has agreed in writing responsibility under any of the Lease Documents, but otherwise not subject to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on Lien created by the Leased Property under the provisions of Article XXXVII which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee, Lessor from and (d) any matters affecting the Leased Property on or as of after the Commencement DateDate (other than an Encumbrance permitted under Article 20 which the Lessee elects to assume). The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to the Lessor, or as the Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by the Lessor and the Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and if such sale shall fail to be consummated by reason of the inability of Lessee to obtain all such approvals and consents, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) days after the end of such period. All expenses of such conveyance, including, without limitation, the cost of title examination or costs, standard (and extended) coverage title insurance, surveyinsurance premiums, attorneys' fees incurred by the Lessor in connection with such conveyance, recording and transfer taxes, taxes and recording fees and other similar charges shall be paid for by the Lessee.

PURCHASE OF THE LEASED PROPERTY. In the event Lessee purchases the Leased Property Property, or any portion thereof, from Lessor pursuant to any of the terms of this Lease, including, without limitation Article XXXVLease (other than a purchase pursuant to Section 29.2 which contains all of the provisions relevant to such purchase and thus such purchase shall be governed by Section 29.2), Lessor shall, upon receipt from Lessee of the applicable purchase priceprice (after credit for the balance of the Capital Replacement Account allocated to the applicable portion of the Leased Property being purchased by Lessee based on the ratio of the number of units at the applicable portion of the Leased Property being purchased by Lessee to the total number of units at the Leased Property at the time of such purchase), together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchasepurchase and any other amounts owing to Lessor hereunder, deliver to Lessee an appropriate special warranty deed or and any other instrument of conveyance conveying documents reasonably requested by Lessee to convey the entire interest of Lessor in and to the Leased Property or the applicable portion thereof to Lessee Lessee, and such other standard documents usually and customarily prepared in the condition as received from Lesseeconnection with such transfers, free and clear of all encumbrances other than (a) those that Lessee has agreed hereunder agrees to pay or discharge, (b) those mortgage liens, if any, which Lessee has agreed agrees in writing to accept and to take title subject to, (c) any other Encumbrances permitted to be imposed on the Leased Property under the provisions of Article XXXVII 32 which are assumable at no cost to Lessee or to and which Lessee may take subject without cost elects in its sole discretion to Lesseeassume, and (d) any matters affecting the Leased Property Property, or the applicable portion thereof, on or as of the Commencement DateDate as shown on Exhibit B attached hereto. The difference between the applicable purchase price and the total of the encumbrances assigned or taken subject to shall be paid in cash to Lessor, or as Lessor may direct, in federal or other immediately available funds except as otherwise mutually agreed by Lessor and Lessee. The closing of any such sale shall be contingent upon and subject to Lessee obtaining all required governmental consents and approvals for such transfer and on Lessor obtaining the legal opinion described in the last sentence of this Article 17; provided, however, if Lessor cannot obtain the legal opinion described herein, after receipt of Lessor's written notice that Lessor cannot obtain the required legal opinion, Lessee shall have ninety (90) days in which to elect to substitute a new property in accordance with the provisions of Article 20 and upon failure to give written notice to Lessor within said ninety (90) day period, Lessor may elect (i) not to consummate the transfer whereupon this Lease shall continue in full force and effect or (ii) to consummate the transfer whereupon this Lease shall terminate. If such sale shall fail to be consummated by reason of the inability of Lessee or Lessor to obtain all such approvals and consentsconsents or Lessor to obtain the legal opinion described in the last sentence of this Article 17, any options to extend the Term of this Lease which otherwise would have expired during the period from the date when Lessee elected or became obligated to purchase the Leased Property until Lessee's inability to obtain the approvals and consents is confirmed shall be deemed to remain in effect for thirty (30) 30 days after the end of such period and any other options available to Lessee under this Lease at the time the purchase option was exercised shall be reinstated during such 30 days period. The closing with respect to any such sale shall be appropriately timed to accommodate the determination of the Minimum Purchase Price in accordance with Article 28. All expenses of such conveyance, including, without limitation, including the cost of title examination or standard coverage title insurance, survey, reasonable attorneys' fees incurred by Lessor in connection with such conveyance, transfer taxes, taxes and recording fees and similar charges shall be paid for by Lessee. Additionally, any sale to Lessee shall be subject to delivery of an opinion of Lessor's counsel confirming that (i) the sale will not result in ordinary recapture income to Lessor pursuant to Code Section 1245 or 1250 or any other Code provision, (ii) the sale will result in income, if any, to Lessor of a type described in Code Section 856(c)(2) or 856(c)(3) and will not result in income of the types described in Code Section 856(c)(4) or result in the tax imposed under Code Section 857(b)(6), and (iii) the sale, together with all other substitutions and sales made or requested by Lessee pursuant to any other leases with Lessor of properties hereto or any other transfers of the Leased Property or the properties leased under other such operating leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856-860. Lessee shall have the right to designate a third party to take title to the Leased Property or any portion thereof acquired by Lessee pursuant to this Article 17.