Common use of Purchase Option or Sale Option-General Provisions Clause in Contracts

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may give Lessor irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “Sale Option”). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to all such Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and an Appraisal delivered to the Agent within not more than sixty (60) days of prior to the Expiration Payment Date or specified in the Election Notice, as defined below, respecting each Property remaining in the Trust and subject to this Lease after such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease Date is equal to or greater than seventy-five ninety percent (7590%) of the Property Cost of such remaining PropertiesProperty), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). Not more than two hundred (200) days prior to the final Expiration Date, Lessor may give Lessee notice of Lessee's obligation to deliver the Election Notice. If Lessee fails to give an Election Notice within the specified time period prior to the Expiration Date and Lessor has not given Lessee notice as specified in the preceding sentence, then Lessor shall give Lessee notice of Lessee's obligation to deliver the Election Notice, and Lessee shall have five (5) Business Days after receipt of such notice within which to make the Election Notice. If Lessee elects, or is deemed to have elected, either the Purchase Option or the Sale Option and fails to satisfy all related obligations of Lessee pursuant to the Operative Agreements, then such failure shall be deemed to be a Lease Event of Default. If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date (and Lessor has given Lessee notice of Lessee's obligation to deliver the Election Notice but Lessee has not made its Election Notice within five (5) Business Days after receipt of such notice from Lessor), then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date (or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days) and no more than two hundred forty (240) days prior to the third annual anniversary of the date of this Lease, the Expiration Date or or, respecting the Purchase Option only, any Payment Date (such third annual anniversary date, such Expiration Date or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"Election Date"), the applicable Lessee respecting one or more Properties may give Lessor irrevocable written notice (the “"Election Notice”") that such Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the one or more Properties on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the third annual anniversary of the date of this Lease or the Expiration Date only, the option to remarket all, but not less than all, the one or more of such Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If the applicable Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then the applicable Lessee shall be deemed to have elected for the Purchase OptionOption to apply with respect to all Properties for which the Lessee has executed a Lease Supplement on the Expiration Date. If the applicable Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option for one or (ii) elect more Properties then the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case applicable Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the affected Property or Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to the applicable Lessee all of Lessor’s 's right, title and interest in and to all such Property or Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty sixty (12060) days and no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee (or its designee) is electing to exercise either (a) the option to purchase all, but not less than all, the Properties Property on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties Property to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty sixty (12060) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties Property to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to all such Properties in accordance with Section 20.2.(or its

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one two hundred eighty forty (180240) days prior to the Expiration Date or (respecting the Purchase Option only) not less than 30 days nor more than 45 days prior to any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) (i) in the case of the Expiration Date, the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property (ii) in the case of any Payment Date (other than the Expiration Date), the option to purchase one or any Property more of the Properties on the applicable Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (iA) elect (or be deemed to have elected) to exercise the Purchase Option or (iiB) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2. Notwithstanding the foregoing, the Lessee shall not be permitted to elect to exercise the Purchase Option with respect to some, but not all, of the Properties (a "Limited Purchase Option"), if (x) there would be less than ten (10) total Properties after giving effect to the requested purchase or (y) the aggregate Property Cost of all Properties in the Property Pool is greater than or equal to twenty percent (20%) of the aggregate Property Cost of all Properties for which the Completion Date has occurred; provided, however, the Lessee may exercise such Limited Purchase Option if (i) such Election Notice seeks to exercise such Limited Purchase Option with respect to a Property or Properties in the Property Pool and (ii) after giving effect to the purchase of such Property or Properties by the Lessee, the aggregate Property Cost of all Properties in the Property Pool is less than twenty percent (20%) of the aggregate Property Cost of all Properties for which the Completion Date has occurred.

Purchase Option or Sale Option-General Provisions. Not more than five hundred forty (540) days prior to the Expiration Date and not less than three hundred sixty (360) days prior to the Expiration Date (or, respecting the Purchase Option only with respect to a purchase by Lessee (or its designee) prior to the Expiration Date, not more than one hundred twenty (120) days and no more not less than one hundred eighty ninety (18090) days prior to the applicable Payment Date (such Expiration Date or (or, respecting the Purchase Option only) , any such applicable Payment Date prior being hereinafter referred to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment “Election Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties”), Lessee may give Lessor irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) (i) in the case of the Expiration Date, the option for Lessee (or any designee of Lessee) to purchase all, but not less than all, the Properties Property on the Expiration Date or each Property (ii) in the case of any Payment Date, the option for Lessee (or any designee of Lessee), subject to Section 5.13 of the Participation Agreement, to purchase the Property on the applicable Payment Date specified in the Election Notice (each of (a)(i) and (ii), the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration Date pursuant to the terms of Section 22.1 21.1 (the “Sale Option”). If Lessee has not renewed this Lease in accordance with Section 2.2 and does not give an Election Notice indicating the Purchase Option or the Sale Option at least one three hundred twenty sixty (120) days and not more than one hundred eighty (180360) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply, and for the purchase of the Property to occur, on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option then Lessee shall pay, or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Datepaid, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or any designee of Lessee) all of Lessor’s right, title and interest in and to all such Properties the Property in accordance with Section 20.2. The designation of another Person to purchase the Property on behalf of Lessee pursuant to the Purchase Option shall be subject to the provisions of the second sentence of the first paragraph of Section 20.2. Notwithstanding the terms of this Section 20.1, Lessee may request a renewal of this Lease from and after the Expiration Date in accordance with Section 2.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) 120 days and no more than one hundred eighty (180) 180 days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to after the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Basic Term has commenced for all Properties), Lessee may give Lessor and Agent irrevocable written notice (the “"Election -------- Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, ------ all the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice or, in accordance with the Individual Property Sale Requirements, the option to purchase one or more, but less than all, the Properties on the Payment Date specified in the Election Notice for such purchase (the “"Purchase Option”") or (b) with respect to an Election Notice given --------------- in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). Regarding the ----------- purchase of one or more, but less than all, the Properties, at Lessee's option and without the consent of any Financing Party, Lessee may provide irrevocable written notice to Lessor not less than one hundred twenty (120) days and no more than one hundred eighty days prior to any Payment Date that Lessee desires to purchase one or more, but less than all, of the Properties, if (i) the Lessee shall have provided an Appraisal demonstrating that the Properties remaining in the Trust and leased to Lessee pursuant to this Lease and subject to the guaranty by Capital One Financial Corporation shall have a Fair Market Sale Value of 75% or more of the Property Cost allocable to such remaining Properties and (ii) on the date of such Election Notice and at the time of sale to Lessee of such Property, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for such Property pursuant to Section 17.7) (the terms referenced in the foregoing subsections (i) and (ii) may be referred to as the "Individual Property Sale Requirements"). To the extent the Individual Property ------------------------------------- Sale Requirements are satisfied, Lessor shall sell such Property to Lessee. If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) 120 days and not more than one hundred eighty (180) 180 days prior to the Expiration Date, then, unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the Term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date, then Lessee shall be deemed to have elected the Purchase OptionOption with respect to all the Properties. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold or surrendered to Lessor at Lessor's option in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall be deemed to have elected to exercise the Purchase Option (on the Sale Date) as set forth above. If Lessee shall elect (or is deemed to have elected) to exercise the Purchase Option, then Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, all of the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” purchase price) " purchase), and, upon receipt of such amounts and satisfaction of such obligationsamount, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. The provisions of this Section 20.1 regarding the Sale Option are subject to the provisions of Section 22.6. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or and no more than two hundred forty (respecting the Purchase Option only240) any Payment Date days prior to the Expiration Date (so long as such may have been extended beyond the appraised value seventh annual anniversary of the Initial Closing Date pursuant to Appraisals previously delivered (Section 2.2) or, if requested by respecting the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within Purchase Option only not less than sixty (60) days of prior to the applicable Payment Date (such Expiration Date or or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"Election Date"), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date (subject to Section 22.6) pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise for the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 apply on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to all such Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days (or respecting the Purchase Option only, not less than sixty (60) days) and no more than two hundred forty (240) days prior to the Expiration Date or (or, respecting the Purchase Option only) , any Payment Date prior to the (such Expiration Date (so long or, respecting the Purchase Option only, any such Payment Date being hereinafter referred to as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment "Election Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"), the applicable Lessee respecting one or more Properties may give Lessor irrevocable written notice (the “"Election Notice”") that such Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the one or more Properties on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the one or more of such Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If the applicable Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then the applicable Lessee shall be deemed to have elected for the Purchase OptionOption to apply with respect to all Properties for which the Lessee has executed a Lease Supplement on the Expiration Date. If the applicable Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option for one or (ii) elect more Properties then the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case applicable Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the affected Property or Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to the applicable Lessee all of Lessor’s 's right, title and interest in and to all such Property or Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) 210 days prior to the Expiration Date (or, respecting the Purchase Option only with respect to a purchase by Lessee (or its designee) prior to the Expiration Date, not less than 30 days prior to the applicable Payment Date or such later date prior to the applicable Payment Date as agreed by Lessor) (such Expiration Date or, respecting the Purchase Option only) , any such applicable Payment Date prior being hereinafter referred to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment “Election Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties”), Lessee may give Lessor irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) (i) in the case of the Expiration Date, the option for Lessee (or any designee of Lessee) to purchase all, but not less than all, the Properties Property on the Expiration Date or each Property (ii) in the case of any Payment Date, the option for Lessee (or any designee of Lessee), subject to Section 5.13 of the Participation CHAR1\1917164v13 Agreement, to purchase the Property on the applicable Payment Date specified in the Election Notice (each of (a)(i) and (ii), the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration Date pursuant to the terms of Section 22.1 21.1 (the “Sale Option”). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) 210 days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply, and for the purchase of the Property to occur, on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option then Lessee shall pay, or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Datepaid, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or any designee of Lessee) all of Lessor’s right, title and interest in and to all such Properties the Property in accordance with Section 20.2. The designation of another Person to purchase the Property on behalf of Lessee pursuant to the Purchase Option shall be subject to the provisions of the second sentence of the first paragraph of Section 20.2.”

Purchase Option or Sale Option-General Provisions. Not Subject to Section 21.1, not less than one hundred twenty (120) 120 days and no more than one hundred eighty (180) 180 days ------------ prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to occurring after the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days second anniversary of the Expiration Date or such Payment Closing Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee --------------- is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election --------------- Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If ------------ ----------- Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) 120 days and not more than one hundred eighty (180) 180 days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect elects (or be is deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to Expiration Date of the Lease the Termination Value (plus any other amounts, if any, owed under the Operative Agreements) for all, but not less than all, all the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” bargain purchase price) and, upon option). Upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such of the Properties in accordance with Section 20.220.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice or in accordance with the Parcel Sale Requirements, the option to purchase at least one year prior to the Expiration Date one or more, but less than all, the Properties (or a portion of any Property) on the Payment Date specified in the Election Notice for purchase (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). Regarding the purchase of one or more, but less than all, the Properties (or a portion of any Property), at Lessee's option and without the consent of any Financing Party, Lessee may provide irrevocable written notice to Lessor not less than one hundred twenty (120) days and no more than one hundred eighty days prior to any Payment Date (in all cases at least one year prior to the Expiration Date) that Lessee desires to purchase one or more, but less than all, the Properties (or a portion of any Property), if (i) such Property or portion of any Property to be purchased by Lessee has a separate legal and tax parcel, (ii) the conveyance of such Property or portion of such Property will not impair the access, use, occupancy or fair market value of the Properties remaining in the Trust, (iii) the Properties remaining in the Trust (A) shall constitute one or more legal and tax parcels, (B) shall contain at least one building, (C) shall be viable as a separate property in compliance with Legal Requirements and (D) shall have a fair market value of 100% or more of the Property Cost allocable to such remaining Properties and (iv) at the time of sale to Lessee of such Property or portion of any Property, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for such Property (or a portion of any Property)) (the terms referenced in the foregoing subsections (i), (ii), (iii) and (iv), may be referred to as the "Parcel Sale Requirements"). To the extent the Parcel Sale Requirements are satisfied, Lessor shall sell such Property or portion of such Property to Lessee. If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not Unless the term of this Lease has been renewed in accordance with Section 2.2 then not less than one hundred twenty (120) days and no more than one hundred eighty (180) days and no more than two hundred forty (240) days prior to the Expiration Date or (or, respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days of the and no more than two hundred forty (240) days prior to any Payment Date (such Expiration Date or or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties“Election Date”), Lessee may give Lessor Agent (on behalf of Lessor) irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment applicable Election Date specified in the Election Notice (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, re-market the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “Sale Option”). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or to Lessee’s designee) all of Lessor’s right, title and interest in and to all such Properties the Property in accordance with Section 20.2. If the Property is the subject of remediation efforts respecting Hazardous Substances at the applicable Election Date which could materially and adversely impact the Fair Market Sales Value of the Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase the Property pursuant to Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty eighty (120180) days and no more than three hundred sixty (360) days prior to the Expiration Date or, respecting the Purchase Option only, not less than sixty (60) days and no more than ninety (90) days prior to any Payment Date, but in no event less than one hundred eighty (180) days prior to the Expiration Date, (such Expiration Date or (or, respecting the Purchase Option only) , any such Payment Date prior being hereinafter referred to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment "Election Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"), Lessee may give Lessor Lessor, the Lenders, the Holders and the Agent irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one three hundred eighty sixty (180360) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration applicable Election Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to after the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days second annual anniversary of the Expiration Date or such Payment Date, as the case may be) to the Agent date of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties)Lease, Lessee may give Lessor and the Agent irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, all of the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” purchase price" purchase), in connection therewith, Lessee shall comply with the terms and provisions of Section 22.1(c) to the same extent as if Lessor had exercised its option to retain one (1) or more Properties pursuant to Section 22.1(a) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days (respecting the sale option) and not less than forty-five (45) days (respecting the Purchase Option) and in either case no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days (forty-five (45) days in the case of the Purchase Option) and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date, then Lessee shall be deemed to have elected the Purchase OptionOption if Lessee does not give an election notice at least one hundred twenty (120) days and not more than one hundred eighty (180) days prior to such final Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” purchase price" purchase), and in connection therewith, Lessee shall comply with the terms and provisions of Section 22.1(c) to the same extent as if Lessor had exercised its option to retain one (1) or more Properties pursuant to Section 22.1(a) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty ninety (12090) days and no more than one hundred eighty (180) days prior to the Expiration Date or (or, respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days of the and no more than one hundred eighty (180) days prior to any Payment Date (such Expiration Date or or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"Election Date"), Lessee the Guarantor, on behalf of all Lessees, may give Lessor irrevocable written notice (the “"Election Notice”") that each Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties with respect to which such Lessee has executed a Lease Supplement on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties with respect to which such Lessee has executed a Lease Supplement to a Person other than such Lessee or any Affiliate of such Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee the Guarantor, on behalf of all Lessees, does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty ninety (12090) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then each Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee the Guarantor, on behalf of all Lessees, shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration applicable Election Date, then in either case each applicable Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for with respect to which the Purchase Option had previously been elected for any Payment Date such Lessee has executed a Lease Supplement (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to the applicable Lessee all of Lessor’s 's right, title and interest in and to all all, but not less than all, such Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days and no more than two hundred forty (240) days prior to the Expiration Date or (or, respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days of the and no more than two hundred forty (240) days prior to any Payment Date (such Expiration Date or or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"Election Date"), Lessee may give Lessor Agent (on behalf of Lessor) irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment applicable Election Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, re-market the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties Property to be sold in accordance with the terms of Section 22.1 on the Expiration applicable Election Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or to Lessee's designee) all of Lessor’s 's right, title and interest in and to all such Properties the Property in accordance with Section 20.2. If the Property is the subject of remediation efforts respecting Hazardous Substances at the applicable Election Date which could materially and adversely impact the Fair Market Sales Value of the Property (with materiality determined in Lessor's reasonable discretion), then Lessee shall be obligated to purchase the Property pursuant to Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days and no more than three hundred sixty (360) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (orDate, if requested by Lessee shall give the Agent (pursuant to the direction from the Majority Secured Partieson behalf of Lessor) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, any of the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, any of the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). In addition, Lessee may during the Term, provide an Election Notice not less that sixty (60) and not more than more than two hundred forty (240) days prior to any Payment Date irrevocably electing to purchase a Property on such Payment Date (the Expiration Date or, respecting the Purchase Option only, any such Payment Date being hereinafter referred to as the "Election Date") referenced in the Election Notice that it will purchase one or more Properties for the respective Termination Values (the "Early Purchase Option" and together with the option set forth in (a) above, the "Purchase Option"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one three hundred eighty sixty (180360) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise for the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 apply on the Expiration Date. If any Property has not been fully repaired after a Casualty pursuant to Article XV or is the subject of remediation efforts respecting Hazardous Substances at the applicable Election Date which could materially and adversely impact the Fair Market Sales Value of such Property (with materiality determined in Lessor's reasonable discretion), then in either case Lessee shall pay be obligated to Lessor on the date on which purchase such purchase or sale is scheduled Property pursuant to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to all such Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one two hundred twenty seventy (120270) days and no not more than one three hundred eighty sixty (180360) days prior to the Expiration Date or (respecting the Purchase Option only, not less than one hundred twenty (120) days prior to any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may shall give Lessor irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties Property on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “Sale Option”). Not more than three hundred ninety (390) days prior to the Expiration Date, Lessor may give Lessee notice of Lessee’s obligation to deliver the Election Notice. If Lessee fails to give an Election Notice within the specified time period prior to the Expiration Date and Lessor has not given Lessee notice as specified in the preceding sentence, then Lessor shall give Lessee notice of Lessee’s obligation to deliver the Election Notice, and Lessee shall have five (5) Business Days after receipt of such notice within which to make the Election Notice. If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one two hundred twenty seventy (120270) days and not more than one three hundred eighty sixty (180360) days prior to the Expiration DateDate (and Lessor has given Lessee notice of Lessee’s obligation to deliver the Election Notice but Lessee has not made its Election Notice within five (5) Business Days after receipt of such notice from Lessor), then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties Property to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to all such Properties the Property in accordance with Section 20.2. If Lessee elects, or is deemed to have elected, either the Purchase Option or the Sale Option and fails to satisfy all related obligations of Lessee pursuant to the Operative Agreements, then such failure shall be deemed to be a Lease Event of Default. If the Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially and adversely impact the Fair Market Sales Value of the Property (with materiality determined in Lessor’s discretion), then Lessee shall be obligated to purchase the Property pursuant to Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to the (such Expiration Date (so long or, respecting the Purchase Option only, any such Payment Date being hereinafter referred to as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment "Election Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) with respect to an Election Notice given in connection with any Payment Date prior to the Expiration Date only, the option to purchase one or more Properties; provided, Lessee may not make the election under this Section 20.1(a) unless (i) no Default or Event of Default shall have occurred and be continuing, either at the date any such election is made or at the applicable Election Date (other than those that will be cured by the payment of the Termination Value for all the Properties) and (ii) the aggregate Property Cost of all Properties to be purchased on the applicable Election Date plus the aggregate Property Cost of all Properties previously purchased by Lessee and/or the Construction Agent from Lessor shall not exceed an amount (the "Early Purchase Cap") equal to the product of (A) the aggregate Property Cost (up to and including the date any such Election Date is specified by Lessee) for all Properties then subject to this Lease and all properties which were previously Properties subject to this Lease (including without limitation any and all Properties previously purchased by Lessee and/or the Construction Agent) multiplied by (B) twenty-five percent (25%), (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “Purchase Option”) or (bc) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) days within the allotted period of time prior to the Expiration DateDate specified above in this Section 20.1, then, then unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case case, Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur applicable Election Date an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” purchase price" purchase) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.220.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to after the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Construction Period for all Properties), Lessee may give Lessor and the Agent irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties Lessor's Head Lease Leasehold Interest in Properties, together with the Related Bonds, on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, of such Related Property and Bond Interest under the Properties Head Lease to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties Related Property and Bond Interest to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Lessor's Related Property and Bond Interest in the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration DateDate (a "Sale Option Failure"), then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, Lessor's Related Property and Bond Interest in the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” purchase price" purchase), and, in connection therewith, Lessee shall comply with the terms and provisions of Section 22.1(c) to the same extent as if Lessor had exercised its option to retain its leasehold interest in one (1) or more Properties pursuant to Section 22.1(a) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s right, title 's Related Property and interest Bond Interest in and to all such the Properties in accordance with Section 20.2; provided, however, if a Sale Option Failure shall occur, then in lieu of paying Termination Value for Lessor's Related Property and Bond Interest in the Properties and receiving a transfer of Lessor's Related Property and Bond Interest, Lessee may, on the date on which such sale was scheduled to occur, pay to Lessor an amount equal to the Maximum Residual Guaranty Amount, together with any accrued but unpaid Basic Rent and Supplemental Rent and all other amounts then due and owing by the Lessee or subsequently arising pursuant to any indemnity provision under any Operative Agreement, in which case Lessee's subleasehold interest in the Properties and other rights arising hereunder shall immediately terminate and Lessee shall not be entitled to receive an assignment of Lessor's Head Leasehold Interest in the Properties or the Related Bonds.

Purchase Option or Sale Option-General Provisions. Not less than one three hundred twenty sixty (120360) days and no more than one seven hundred eighty twenty (180720) days prior to the Expiration Date or (or, respecting the Purchase Option only, not less than sixty (60) days and no more than ninety (90) days prior to any Payment Date after the third anniversary of the Closing Date, but in no event less than three hundred sixty (360) days prior to the Expiration Date (so long such Expiration Date or, respecting the Purchase Option only, any such Payment Date after the third anniversary of the Closing Date being hereinafter referred to as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment "Election Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"), Lessee may give Lessor Lessor, the Lenders and the Agent irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one three hundred twenty sixty (120360) days and not more than one seven hundred eighty twenty (180720) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration applicable Election Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less more than one four hundred twenty fifty (120450) days prior to the Expiration Date and no more not less than one hundred eighty (180) days prior to the Expiration Date (or, respecting the Purchase Option only with respect to a purchase by Lessee (or its designee) prior to the Expiration Date, not more than one hundred twenty (120) days and not less than ninety (90) days prior to the applicable Payment Date (such Expiration Date or, respecting the Purchase Option only) , any such applicable Payment Date prior being hereinafter referred to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment “Election Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties”), Lessee may give Lessor irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) (i) in the case of the Expiration Date, the option for Lessee (or any designee of Lessee) to purchase all, but not less than all, the Properties Property on the Expiration Date or each Property (ii) in the case of any Payment Date, the option for Lessee (or any designee of Lessee), subject to Section 5.13 of the Participation Agreement, to purchase the Property on the applicable Payment Date specified in the Election Notice (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration Date pursuant to the terms of Section 22.1 21.1 (the “Sale Option”). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option then Lessee shall pay, or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Datepaid, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) andValue, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or any designee of Lessee) all of Lessor’s right, title and interest in and to all such Properties the Property in accordance with Section 20.2. The designation of another Person to purchase the Property on behalf of Lessee pursuant to the Purchase Option shall be subject to the provisions of the second sentence of the first paragraph of Section 20.2. Notwithstanding the terms of this Section 20.1, Lessee may request a renewal of this Lease from and after the Expiration Date in accordance with Section 2.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days and no more than two hundred forty (240) days prior to the Expiration Date or (or, respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days of the and no more than two hundred forty (240) days prior to any Payment Date (such Expiration Date or or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"Election Date"), Lessee may give Lessor Agent irrevocable written notice (the “------------- "Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment --------------- applicable Election Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an --------------- Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not ----------- give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties Property to be sold in accordance with the terms of Section 22.1 on the Expiration applicable Election Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or to Lessee's designee) all of Lessor’s 's right, title and interest in and to all such Properties the Property in accordance with Section 20.2. If the Property is the subject of remediation efforts respecting Hazardous Substances at the applicable Election Date which could materially and adversely impact the Fair Market Sales Value of the Property (with materiality determined in Lessor's reasonable discretion), then Lessee shall be obligated to purchase the Property pursuant to Section 20.2.

Purchase Option or Sale Option-General Provisions. The provisions of this Section 20.1 regarding the Sale Option are subject to the provisions of Section 22.6. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or and no more than two hundred forty (respecting the Purchase Option only240) any Payment Date days prior to the Expiration Date (so long as such may have been extended beyond the appraised value seventh annual anniversary of the Initial Closing Date pursuant to Appraisals previously delivered (Section 2.2) or, if requested by respecting the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within Purchase Option only not less than sixty (60) days of prior to the applicable Payment Date (such Expiration Date or or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties“Election Date”), . Lessee may give Lessor irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date (subject to Section 22.6) pursuant to the terms of Section 22.1 (the “Sale Option”). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise for the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 apply on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to all such Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one two hundred twenty seventy (120270) days and no not more than one three hundred eighty sixty (180360) days prior to the Expiration Date or (respecting the Purchase Option only, not less than one hundred twenty (120) days prior to any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may shall give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties Property on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). Not more than three hundred ninety (390) days prior to the Expiration Date, Lessor may give Lessee notice of Lessee's obligation to deliver the Election Notice. If Lessee fails to give an Election Notice within the specified time period prior to the Expiration Date and Lessor has not given Lessee notice as specified in the preceding sentence, then Lessor shall give Lessee notice of Lessee's obligation to deliver the Election Notice, and Lessee shall have five (5) Business Days after receipt of such notice within which to make the Election Notice. If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one two hundred twenty seventy (120270) days and not more than one three hundred eighty sixty (180360) days prior to the Expiration DateDate (and Lessor has given Lessee notice of Lessee's obligation to deliver the Election Notice but Lessee has not made its Election Notice within five (5) Business Days after receipt of such notice from Lessor), then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties Property to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such Properties the Property in accordance with Section 20.2. If Lessee elects, or is deemed to have elected, either the Purchase Option or the Sale Option and fails to satisfy all related obligations of Lessee pursuant to the Operative Agreements, then such failure shall be deemed to be a Lease Event of Default. If the Property is the subject of remediation efforts respecting Hazardous Substances at the Expiration Date which could materially and adversely impact the Fair Market Sales Value of the Property (with materiality determined in Lessor's discretion), then Lessee shall be obligated to purchase the Property pursuant to Section 20.2.

Purchase Option or Sale Option-General Provisions. Not Unless the term of this Lease has been renewed in accordance with Section 2.2 then not less than one hundred twenty (120) days and no more than one hundred eighty (180) days and no more than two hundred forty (240) days prior to the Expiration Date or (or, respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days of the and no more than two hundred forty (240) days prior to any Payment Date (such Expiration Date or or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties“Election Date”), Lessee may give Lessor Agent (on behalf of Lessor) irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment applicable Election Date specified in the Election Notice (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, re-market the Properties Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties the Property to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “Sale Option”). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties Property to be sold in accordance with the terms of Section 22.1 on the Expiration applicable Election Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or to Lessee’s designee) all of Lessor’s right, title and interest in and to all such Properties the Property in accordance with Section 20.2. If the Property is the subject of remediation efforts respecting Hazardous Substances at the applicable Election Date which could materially and adversely impact the Fair Market Sales Value of the Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase the Property pursuant to Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one three hundred twenty sixty (120360) days and no more than one seven hundred eighty twenty (180720) days prior to the Expiration Date or (or, respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days of the and no more than three hundred sixty (360) days prior to any Payment Date (such Expiration Date or or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"Election Date"), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) (i) with respect to an Election Notice given in connection with any Payment Date prior to the Expiration Date, the option to purchase one or more Properties on the applicable Payment Date or (ii) with respect to an Election Notice given in connection with the Expiration Date only, the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on (the Payment Date specified options described in the Election Notice foregoing subsections (a)(i) and (a)(ii) may be referred to herein as the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one three hundred twenty sixty (120360) days and not more than one seven hundred eighty twenty (180720) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration DateOption, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for (x) each applicable Property in connection with the election of the Purchase Option for any Payment Date prior to the Expiration Date and (y) all, but not less than all, the Properties on in connection with the Expiration Date or each Property for which election of the Purchase Option had previously been elected for any Payment the Expiration Date (which the parties do not intend to be a “"bargain” " purchase price, in the case of the foregoing subsections (x) or (y)) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) 120 days and no more than one hundred eighty (180) 180 days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to after the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Basic Term has commenced for all Properties), Lessee may give Lessor and Agent irrevocable written notice (the “"Election -------- Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, ------ all the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice or, in accordance with the Individual Property Sale Requirements, the option to purchase one or more, but less than all, the Properties on the Payment Date specified in the Election Notice for such purchase (the “"Purchase Option”") or (b) with respect to an Election Notice given --------------- in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). Regarding the ----------- purchase of one or more, but less than all, the Properties, at Lessee's option and without the consent of any Financing Party, Lessee may provide irrevocable written notice to Lessor not less than one hundred twenty (120) days and no more than one hundred eighty days prior to any Payment Date that Lessee desires to purchase one or more, but less than all, of the Properties, if (i) the Lessee shall have provided an Appraisal demonstrating that the Properties remaining in the Trust and leased to Lessee pursuant to this Lease and subject to the guaranty by Capital One Bank shall have a Fair Market Sale Value of 75% or more of the Property Cost allocable to such remaining Properties and (ii) on the date of such Election Notice and at the time of sale to Lessee of such Property, no Default or Event of Default shall have occurred and be continuing (other than those that will be cured by the payment of the Termination Value for such Property pursuant to Section 17.7) (the terms referenced in the foregoing subsections (i) and (ii) may be referred to as the "Individual Property Sale ------------------------ Requirements"). To the extent the Individual Property Sale Requirements are ------------ satisfied, Lessor shall sell such Property to Lessee. If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) 120 days and not more than one hundred eighty (180) 180 days prior to the Expiration Date, then, unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the Term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date, then Lessee shall be deemed to have elected the Purchase OptionOption with respect to all the Properties. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold or surrendered to Lessor at Lessor's option in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall be deemed to have elected to exercise the Purchase Option (on the Sale Date) as set forth above. If Lessee shall elect (or is deemed to have elected) to exercise the Purchase Option, then Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, all of the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” purchase price) " purchase), and, upon receipt of such amounts and satisfaction of such obligationsamount, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date (or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days) and no more than two hundred forty (240) days prior to the third annual anniversary of the date of this Lease, the Expiration Date or or, respecting the Purchase Option only, any Payment Date (such third annual anniversary date, such Expiration Date or, respecting the Purchase Option only, any such Payment Date, Date being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"Election Date"), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the third annual anniversary of the date of this Lease or the Expiration Date only, the option to remarket all, but not less than all, the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) to be sold in accordance with the terms of Section 22.1 on the Expiration applicable Election Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (including Lessor's leasehold interests in all Properties subject to Head Leases) (which amount the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all, but not less than all, the Properties (including Lessor's leasehold interests in all such Properties subject to Head Leases) in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days and no more than two hundred forty (240) days prior to the Expiration Date or (or, respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within not less than sixty (60) days of the and no more than ninety (90) days prior to any Payment Date occurring after August 13, 2001 (such Expiration Date or or, respecting the Purchase Option only, any such Payment DateDate occurring after August 13, 2001 being hereinafter referred to as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties"Election Date"), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration applicable Election Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration applicable Election Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty eighty (120180) days and not more than one two hundred eighty forty (180240) days prior to the Expiration Date, then, unless such Expiration Date has been extended in accordance with Section 2.2 hereof, then Lessee shall be deemed to have elected for the Purchase OptionOption to apply on the Expiration Date. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration applicable Election Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2.

Purchase Option or Sale Option-General Provisions. Not less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the Expiration Date or (respecting the Purchase Option only) any Payment Date prior to the Expiration Date (so long as the appraised value pursuant to Appraisals previously delivered (or, if requested by the Agent (pursuant to the direction from the Majority Secured Parties) pursuant to new Appraisals performed and delivered to the Agent within sixty (60) days of the Expiration Date or such Payment Date, as the case may be) to the Agent of the remaining Properties under this Lease is equal to or greater than seventy-five percent (75%) of the Property Cost of such remaining Properties), Lessee may give Lessor irrevocable written notice (the “"Election Notice”") that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, the Properties on the Expiration Date or each Property or any Property on the Payment Date specified in the Election Notice (the “"Purchase Option”") or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to remarket all, but not less than all, the Properties to a Person other than Lessee or any Affiliate of Lessee and cause a sale of such Properties to occur on the Expiration Date pursuant to the terms of Section 22.1 (the “"Sale Option”"). Not more than two hundred (200) days prior to the final Expiration Date, Lessor may give Lessee notice of Lessee's obligation to deliver the Election Notice. If Lessee fails to give an Election Notice within the specified time period prior to the Expiration Date and Lessor has not given Lessee notice as specified in the preceding sentence, then Lessor shall give Lessee notice of Lessee's obligation to deliver the Election Notice, and Lessee shall have five (5) Business Days after receipt of such notice within which to make the Election Notice. If Lessee elects, or is deemed to have elected, either the Purchase Option or the Sale Option and fails to satisfy all related obligations of Lessee pursuant to the Operative Agreements, then such failure shall be deemed to be a Lease Event of Default. If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred twenty (120) days and not more than one hundred eighty (180) days prior to the Expiration Date, then, unless such Expiration Date has been is the final Expiration Date to which the Term may be extended, the term of this Lease shall be extended in accordance with Section 2.2 hereof; if such Expiration Date is the final Expiration Date (and Lessor has given Lessee notice of Lessee's obligation to deliver the Election Notice but Lessee has not made its Election Notice within five (5) Business Days after receipt of such notice from Lessor), then Lessee shall be deemed to have elected the Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected) to exercise the Purchase Option or (ii) elect the Sale Option and fail to cause all, but not less than all, the Properties to be sold in accordance with the terms of Section 22.1 on the Expiration Date, then in either case Lessee shall pay to Lessor on the date on which such purchase or sale is scheduled to occur an amount equal to the Termination Value for all, but not less than all, the Properties on the Expiration Date or each Property for which the Purchase Option had previously been elected for any Payment Date (which the parties do not intend to be a “"bargain” " purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all such all, but not less than all, the Properties in accordance with Section 20.2.