Common use of Remarketing Option Clause in Contracts

Remarketing Option. Subject to the fulfillment of each of the conditions set forth in this Section 18.3 and in Section 18.4 hereof (all of such conditions, collectively, the "Return Conditions"), the Lessee may elect to remarket the Property (such election being referred to as the "Remarketing Option"). The effective exercise and consummation of the Remarketing Option by the Lessee shall be subject to the due and timely fulfillment of each of the following provisions as of the dates set forth below. (a) Not later than three hundred and sixty-four (364) days prior to the Maturity Date, the Lessee shall have given to the Lessor and the other Lessor Parties written notice (a "Remarketing Notice") of the Lessee's exercise of the Remarketing Option, which exercise shall be irrevocable. (b) On the date of the Lessee's notice to the Lessor of the Lessee's exercise of the Remarketing Option, no Lease Event of Default or Lease Default under this Master Lease or Acceleration Event or Unmatured Acceleration Event shall exist, and thereafter, no Lease Event of Default or Lease Default under this Master Lease or Acceleration Event or Unmatured Acceleration Event shall occur. (c) Not later than sixty (60) days prior to the Lease Termination Date, the Lessee shall deliver to the Lessor and the other Lessor Parties (x) an Environmental Audit for the Master Lease Property and (y) an ALTA Survey with respect to the Property. Each Environmental Audit described in this clause (c) shall be prepared by an environmental consultant selected by the Agent in the Agent's reasonable discretion and shall contain conclusions reasonably satisfactory to the Agent as to the environmental status of the Property. If any such Environmental Audit indicates any exceptions, the Lessee shall have also delivered prior to the Lease Termination Date a Phase Two environmental assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Law. Each ALTA Survey delivered pursuant to this clause(c) shall be reasonably satisfactory to the Agent. (d) The Lessee shall have completed all Modifications, restoration and rebuilding of the Property required pursuant to Sections 10.2 and 14.2 hereof (as the case may be) and shall have fulfilled all of the conditions and requirements in connection therewith pursuant to such Sections, in each case prior to the date on which the Lessee delivers its Remarketing Notice (time being of the essence), regardless of whether the same shall be within the Lessee's control. The Lessee shall have also paid the cost of all Modifications commenced prior to the Lease Termination Date. All Modifications shall have been completed in compliance with all Applicable Laws and Insurance Requirements. The Lessee shall not be relieved pursuant to Section 12.1 from complying with any Applicable Law relating to the Property that involved the extension of the ultimate imposition of such Applicable Law beyond the Lease Termination Date. All Liens (other than Permitted Liens of the type described in clauses (i), (vii), (viii) and (ix) of the definition of Permitted Liens (to the extent expressly consented to in writing by the Lessor on behalf of the Consenting Parties) or relating to an easement, dedication or other transfer that was permitted at the time made pursuant to Section 11.2) and (x) of the definition of "Permitted Liens") on the Property or any part thereof shall have been removed. (e) During the Marketing Period, the Lessee shall, as nonexclusive agent for the Lessor, use best commercial efforts to obtain cash bids for the acquisition of all of the Lessor's interest in and to the Property and will attempt in good faith to obtain the highest purchase price for the Property and for not less than the Fair Market Value of the Property; provided, however that the Lessor or the Agent may, but shall be under no obligation to, market the Property during the Marketing Period. In the event that the Lessee receives any bid(s) for the Property, the Lessee shall, within five (5) Business Days after its receipt thereof and at least twenty (20) Business Days prior to the Lease Termination Date, certify to the Lessor and the Agent in writing the amount and terms of such bid(s), and the name and address of the party or parties submitting such bid. The Lessee shall bear its own expenses and pay, as Supplemental Rent, the expenses of the Lessor, the Note Purchaser, the Agent and the Liquidity Banks in connection with any such bidding and sale process pursuant to this Section 18.3, as well as all costs and expenses incurred by any Person (including a buyer or potential buyer) to cause the Property to be in the condition required by this Section 18.3 and all costs of repairs, modifications or improvements desired by any such buyer(s). (f) The Lessee shall promptly upon request permit inspection of the Property and any maintenance records relating to the Property by the Lessor and any potential purchaser(s), and shall otherwise do all things reasonably necessary to sell and deliver possession of the Property to any purchaser(s) thereof.

Remarketing Option. Subject to the fulfillment of each of the conditions set forth in this Section 18.3 12.1 and in Section 18.4 12.2 hereof (all of such conditions, collectively, the "Return Surrender Conditions"), the Lessee may elect to remarket all, but not less than all, of the Property (such election being referred to as the "Remarketing Option"). The effective exercise and consummation of the Remarketing Option by the Lessee shall be subject to the due and timely fulfillment of each of the following provisions as of the dates set forth belowbelow (the date of the closing of such sale or other transfer of the Property following remarketing referred to herein as the "Financing Termination Date"). (a) Not later than three hundred and sixty-four (364) days prior to the Maturity Dateexpiration date of the KeyBank Financing Term or of the non-cancelable term of any substitute or replacement financing under any successor Credit Agreement, the Lessee shall have given to the Lessor and the other Lessor Parties written notice (a "Remarketing Notice") of the Lessee's exercise of the Remarketing Option, which exercise shall be irrevocable. Within thirty (30) days following the date of the Remarketing Notice, the Lessor and the Lessee shall determine the fair market value rental of the Property under this Lease which shall become effective on the Financing Termination Date for the remainder of the Lease Term. The fair market value rental shall be as agreed by the Lessor and the Lessee or, if they are unable to agree within such thirty (30) day period, pursuant to the Appraisal Procedure. Upon determination of such fair market value rental, the Lessor and the Lessee shall execute an amendment to this Lease reflecting such rental change and the effective date thereof. (b) On the date of the Lessee's notice to the Lessor of the Lessee's exercise of the Remarketing Option, no Lease Event of Default or Lease Default under this Master Lease or Acceleration Event or Unmatured Acceleration Event (as such terms are defined in the Credit Agreement) shall exist, and thereafter, no Lease Event of Default or Lease Default under this Master Lease or Acceleration Event or Unmatured Acceleration Event shall occur. (c) Not later than sixty (60) days prior to the Lease Financing Termination Date, the Lessee shall deliver to the Lessor and the other Lessor Parties (x) an Environmental Audit for the Master Lease Property and (y) a current ALTA/ ACSM land title survey (prepared in accordance with 1999 standards for an ALTA Survey urban survey) with respect to the Property. Each Environmental Audit described in this clause (c) shall be prepared by an environmental consultant selected by the Agent in the Agent's reasonable discretion and shall contain conclusions reasonably satisfactory to the Agent as to the environmental status of the Property. If any such Environmental Audit indicates any exceptions, the Lessee shall have also delivered prior to the Lease Financing Termination Date a Phase Two environmental assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Law. Each ALTA Survey delivered pursuant to this clause(c) clause( c} shall be reasonably satisfactory to the Agent. (d) The Lessee shall have completed all Modificationsmodifications, restoration and rebuilding (collectively, "Modifications") of the Property required pursuant to Sections 10.2 9 and 14.2 15 hereof (as the case may be) and shall have fulfilled all of the conditions and requirements in connection therewith pursuant to such Sections, in each case prior to the date on which the Lessee delivers its Remarketing Notice (time being of the essence), regardless of whether the same shall be within the Lessee's control. The Lessee shall have also paid the cost of all Modifications commenced prior to the Lease Financing Termination Date. All Modifications shall have been completed in compliance with all Applicable Laws and Insurance Requirements. The Lessee shall not be relieved pursuant to Section 12.1 28 from complying with any Applicable Law relating to the Property that involved the extension of the ultimate imposition of such Applicable Law beyond the Lease Financing Termination Date. All Liens (other than Permitted Liens of the type described in clauses (i), (vii), (viii) and (ix) of the definition of Permitted Liens (to the extent expressly consented to in writing by the Lessor on behalf of the Consenting Parties) or relating to an easement, dedication or other transfer that was permitted at the time made pursuant to Section 11.2) and (x) of the definition of "Permitted Liens") on the Property or any part thereof shall have been removed. (e) During the Marketing Period, the Lessee shall, as nonexclusive agent for the Lessor, use best commercial efforts to obtain cash bids for the acquisition of all of the Lessor's interest in and to the Property and will attempt in good faith to obtain the highest purchase price for the Property and for not less than the Fair Market Value of the PropertyProperty (taking into account, and subject to, the continuing leasehold interest of the Lessee under this Lease at fair market value rental as determined under Section 12.I(a) above); providedProvided, however that the Lessor or the Agent may, but shall be under no obligation to, market the Property during the Marketing Period. In the event that the Lessee receives any bid(s) for the Property, the Lessee shall, within five (5) Business Days after its receipt thereof and at least twenty (20) Business Days prior to the Lease Financing Termination Date, certify to the Lessor and the Agent in writing the amount and terms of such bid(s), and the name and address of the party or parties submitting such bid. The Lessee shall bear its own expenses and pay, as Supplemental Additional Rent, the expenses of the Lessor, the Note Purchaser, the Agent and the Liquidity Banks in connection with any such bidding and sale process pursuant to this Section 18.312.1, as well as all costs and expenses incurred by any Person (including a buyer or potential buyer) to cause the Property to be in the condition required by this Section 18.3 12.1 and all costs of repairs, modifications or improvements desired by any such buyer(s). (f) The Lessee shall promptly upon request permit inspection of the Property and any maintenance records relating to the Property by the Lessor and any potential purchaser(s), and shall otherwise do all things reasonably necessary to sell and deliver possession of the Property to any purchaser(s) thereof. (g) The Lessee shall use all efforts reasonably requested by the Agent to procure bids from one or more bona fide prospective purchasers and deliver the same, if any, to the Lessor (with a copy to the Agent) not less than twenty (20) days prior to the Financing Termination Date. No such purchaser shall be the Lessee or any Subsidiary or Affiliate of the Lessee or any Person with whom the Lessee has an understanding or arrangement regarding the future use of the Property by the Lessee or such Subsidiary or Affiliate, but such purchaser may be any Lessor Party or any Affiliate of the foregoing or any Person contacted by the Lessor, the Agent, the Note Purchaser or any Liquidity Bank. Each written offer must specify the Financing Termination Date as the effective date of the sale unless the Lessor, the Agent, and the Note Purchaser shall otherwise agree, each in its sole discretion. (h) The Lessee shall submit all bids, if any, to the Lessor (with a copy to the Agent) and any Lessor Party will have the right to submit anyone or more bids. Any sale by the Lessee shall be for the highest cash bid submitted to the Lessor. The determination of the highest bid shall be made by the Agent prior to the end of the Marketing Period, but in no event shall the Agent have any obligation to approve any bid unless such bid, together with the Maximum Recourse Amount, if funded, equals or exceeds the sum of the Outstanding Lease Balance and all accrued and unpaid Basic Rent and Additional Rent. All bids shall be on an all-cash basis unless the Agent, the Lessor and the other Lessor Parties shall otherwise agree. (i) In connection with any such sale of the Lessor's interest in and to the Property, the Lessee will provide to the purchaser all customary "seller's" indemnities and representations and warranties regarding title (subject to the Lessee's rights and obligations under this Lease), absence of Liens (other than Permitted Liens) and the condition of the Property as reasonably required by the Lessor, including, without limitation, an environmental indemnity, to the extent the same are reasonably requested by the purchaser and factually accurate. The Lessee shall have obtained, at no cost or expense to the Lessor, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Law in order to carry out and complete the transfer of the Property. As to the Lessor, any such sale shall be made on an "as is, with all faults" basis without representation or warranty by the Lessor other than as to the absence of Lessor Liens. Any agreement as to such sale shall be made subject to the Lessor's rights to receive the proceeds of such sale in cash up to an amount equal to the Outstanding Lease Balance on the date of such sale, plus all accrued and unpaid Basic Rent plus any Additional Rent due and owing (including any amounts due under the Credit Agreement). (j) The Lessee shall pay directly, and not from the sale proceeds, all prorations, credits, costs and expenses of any such sale of the Property, whether incurred by the Lessor or the Lessee, including the cost of all title insurance, surveys, Environmental Audits and other environmental reports, appraisals, transfer taxes, the reasonable attorneys' fees of the Lessor, commissions, escrow fees, recording fees and all applicable documentary' and other transfer taxes. (k) On or prior to the Financing Termination Date, the Lessee shall, whether or not any or all of the Property has been sold, pay or cause to be paid to the Agent for repayment of the outstanding balance of the Notes and the Equity investment in the manner and priority specified in Article XI of the Credit Agreement (or in the case of Additional Rent, to the Person entitled thereto) on a Basic Rent Payment Date an amount equal to the sum of (i) all unpaid Basic Rent due on or prior to the Financing Termination Date, plus (ii) the gross sale proceeds, if any, from the sale of the Property, as adjusted for any prorations of property taxes and utility charges ("Gross Sales Proceeds"), less any marketing, closing or other costs, including sales commissions, plus (iii) the excess, if any, of the Outstanding Lease Balance over the Gross Sales Proceeds; provided, that so long as no Default, Event of Default, Acceleration Event or Unmatured Acceleration Event shall have occurred and be continuing, the amount of such excess so payable shall not be greater than the Maximum Recourse Amount, plus (y) without duplication, all Additional Rent due and owing on the Financing Termination Date after giving effect to such payment plus (z) all other amounts under the Credit Documents which have accrued or will accrue prior to or as of the Financing Termination Date. (1) The Lessee shall pay to the Lessor on or prior to the Financing Termination Date the amounts, if any, required to be paid pursuant to the Credit Agreement. (m) The sale of the Property shall be consummated on the Financing Termination Date and the Gross Sales Proceeds of the sale of the Property shall be paid directly to the Lessor. (n) To the extent that the Gross Sales Proceeds from such sale exceeds the Outstanding Lease Balance, any Additional Rent then due and owing, and together with any unpaid Basic Rent, then the excess arising hereunder (the "Excess Remarketing Proceeds"), shall be paid to the Lessee on the Financing Termination Date (provided that the Lessee shall have paid all amounts due pursuant to clause (k) above). If the Property has not been sold on or prior to the Financing Termination Date and any such sale is consummated at any time thereafter, then, if after giving effect to such sale there would be any Excess Remarketing Proceeds, the Lessor shall remit to the Lessee, promptly after the consummation of such sale, an amount equal to the Excess Remarketing Proceeds minus the Imputed Return, determined as of the date of such sale.

Remarketing Option. Subject to the fulfillment If no Lease Default or Lease Event of each of the conditions set forth in this Section 18.3 Default shall have occurred and in Section 18.4 hereof (all of such conditionsbe continuing, collectivelythen Lessee, the "Return Conditions")at its own cost and expense, the Lessee may elect to remarket all (but not less than all) of the Property (such election being referred to as the "Remarketing Option"). The effective exercise and consummation of the Remarketing Option by the Lessee shall be subject to the due and timely fulfillment of each of the following provisions as of the dates set forth below. (a) Not later than three hundred and sixty-four (364) days prior to the Maturity Date, the Lessee shall have given to the Lessor and the other Lessor Parties written notice (a "Remarketing Notice") of the Lessee's exercise of the Remarketing Option, which exercise shall be irrevocable. (b) On the date of the Lessee's notice to the Lessor of the Lessee's exercise of the Remarketing Option, no Lease Event of Default or Lease Default under this Master Lease or Acceleration Event or Unmatured Acceleration Event shall exist, and thereafter, no Lease Event of Default or Lease Default under this Master Lease or Acceleration Event or Unmatured Acceleration Event shall occur. (c) Not later than sixty (60) days prior to the Lease Termination Date, the Lessee shall deliver to the Lessor and the other Lessor Parties (x) an Environmental Audit for the Master Lease Property and (y) an ALTA Survey with respect to the Property. Each Environmental Audit described in this clause (c) shall be prepared by an environmental consultant selected by the Agent in the Agent's reasonable discretion and shall contain conclusions reasonably satisfactory to the Agent as to the environmental status of the Property. If any such Environmental Audit indicates any exceptions, the Lessee shall have also delivered prior to the Lease Termination Date a Phase Two environmental assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Law. Each ALTA Survey delivered pursuant to this clause(c) shall be reasonably satisfactory to the Agent. (d) The Lessee shall have completed all Modifications, restoration and rebuilding of the Property required pursuant to Sections 10.2 and 14.2 hereof (as the case may be) and shall have fulfilled all of the conditions and requirements in connection therewith pursuant to such Sectionsand, in each case prior to the date on which the Lessee delivers its Remarketing Notice (time being of the essence), regardless of whether the same shall be within the Lessee's control. The Lessee shall have also paid the cost of all Modifications commenced prior to the Lease Termination Date. All Modifications shall have been completed in compliance accordance with all Applicable Laws and Insurance Requirements. The Lessee shall not be relieved pursuant to Section 12.1 from complying with any Applicable Law relating to the Property that involved the extension of the ultimate imposition of such Applicable Law beyond the Lease Termination Date. All Liens (other than Permitted Liens of the type described in clauses (i), (vii), (viii) and (ix) of the definition of Permitted Liens (to the extent expressly consented to in writing by the Lessor on behalf of the Consenting Parties) or relating to an easement, dedication or other transfer that was permitted at the time made pursuant to Section 11.2) and (x) of the definition of "Permitted Liens") on the Property or any part thereof shall have been removed. (e) During the Marketing Period, the Lessee shall6.3, as nonexclusive agent for the Lessor, use best commercial efforts to obtain cash bids for cause the acquisition of all Property to be sold on the last day of the Lessor's interest Lease Term for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "Remarketing Option") if the following conditions are satisfied: (a) no sooner than eighteen months and no later than 365 days prior to the Property and will attempt in good faith to obtain the highest purchase price for the Property and for not less than the Fair Market Value Base Term Expiration Date or a Renewal Term Expiration Date, Lessee gives written notice of its election of the Property; provided, however that the Lessor or the Agent may, but shall be under Remarketing Option; (b) no obligation to, market the Property during the Marketing Period. In the event that the Lessee receives any bid(sEvent of Loss exists; (c) for the Property, the Lessee shall, within five (5) Business Days after such notice of its receipt thereof election of the Remarketing Option, Lessee executes and at least twenty delivers an escrow, pledge and security agreement (20the "Sale Deposit Escrow Agreement") Business Days prior with Administrative Agent and an escrow holder selected by Administrative Agent and reasonably acceptable to Lessee, which Sale Deposit Escrow Agreement shall be in form and substance acceptable to Administrative Agent and shall include provisions consistent with the provisions of Section 6.3 and pursuant thereto, Lessee shall contemporaneously make a security deposit in an account maintained with the Administrative Agent or its designee (the "Sale Deposit") in cash equal to the Lease Termination DateGuaranteed Residual Amount for the Property; (d) Lessor shall have received, certify at Lessee's sole cost and expense, evidence satisfactory to Lessor and Lenders that Lessor holds good title to the Property, free and clear of all Liens other than Permitted Liens; (e) Lessor shall have received, at Lessee's sole cost and expense, a report in scope and content satisfactory to Lessor and Lenders to the Agent in writing the amount and terms of such bid(s), and the name and address of the party or parties submitting such bid. The Lessee shall bear its own expenses and pay, as Supplemental Rent, the expenses of the Lessor, the Note Purchaser, the Agent and the Liquidity Banks in connection with any such bidding and sale process pursuant to this Section 18.3, as well as all costs and expenses incurred by any Person (including a buyer or potential buyer) to cause effect that the Property to be has been maintained in all material respects throughout the condition required by Lease Term in accordance with the standards of this Section 18.3 Lease and all costs of repairs, modifications or improvements desired by any such buyer(s). (f) The Lessee shall promptly upon request permit inspection that the remaining useful life and utility of the Property and any maintenance records relating to the Property by the Lessor and any potential purchaser(s), and shall otherwise do all things reasonably necessary to sell and deliver possession of the Property to any purchaser(s) thereofhave not been compromised.

Remarketing Option. Subject to the fulfillment If no Lease Default or Lease Event of each of the conditions set forth in this Section 18.3 Default shall have occurred and in Section 18.4 hereof (all of such conditionsbe continuing, collectivelythen Lessee, the "Return Conditions")at its own cost and expense, the Lessee may elect to remarket all (but not less than all) of the Property (such election being referred to as the "Remarketing Option"). The effective exercise and consummation of the Remarketing Option by the Lessee shall be subject to the due and timely fulfillment of each of the following provisions as of the dates set forth below. (a) Not later than three hundred and sixty-four (364) days prior to the Maturity Date, the Lessee shall have given to the Lessor and the other Lessor Parties written notice (a "Remarketing Notice") of the Lessee's exercise of the Remarketing Option, which exercise shall be irrevocable. (b) On the date of the Lessee's notice to the Lessor of the Lessee's exercise of the Remarketing Option, no Lease Event of Default or Lease Default under this Master Lease or Acceleration Event or Unmatured Acceleration Event shall exist, and thereafter, no Lease Event of Default or Lease Default under this Master Lease or Acceleration Event or Unmatured Acceleration Event shall occur. (c) Not later than sixty (60) days prior to the Lease Termination Date, the Lessee shall deliver to the Lessor and the other Lessor Parties (x) an Environmental Audit for the Master Lease Property and (y) an ALTA Survey with respect to the Property. Each Environmental Audit described in this clause (c) shall be prepared by an environmental consultant selected by the Agent in the Agent's reasonable discretion and shall contain conclusions reasonably satisfactory to the Agent as to the environmental status of the Property. If any such Environmental Audit indicates any exceptions, the Lessee shall have also delivered prior to the Lease Termination Date a Phase Two environmental assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Law. Each ALTA Survey delivered pursuant to this clause(c) shall be reasonably satisfactory to the Agent. (d) The Lessee shall have completed all Modifications, restoration and rebuilding of the Property required pursuant to Sections 10.2 and 14.2 hereof (as the case may be) and shall have fulfilled all of the conditions and requirements in connection therewith pursuant to such Sectionsand, in each case prior to the date on which the Lessee delivers its Remarketing Notice (time being of the essence), regardless of whether the same shall be within the Lessee's control. The Lessee shall have also paid the cost of all Modifications commenced prior to the Lease Termination Date. All Modifications shall have been completed in compliance accordance with all Applicable Laws and Insurance Requirements. The Lessee shall not be relieved pursuant to Section 12.1 from complying with any Applicable Law relating to the Property that involved the extension of the ultimate imposition of such Applicable Law beyond the Lease Termination Date. All Liens (other than Permitted Liens of the type described in clauses (i), (vii), (viii) and (ix) of the definition of Permitted Liens (to the extent expressly consented to in writing by the Lessor on behalf of the Consenting Parties) or relating to an easement, dedication or other transfer that was permitted at the time made pursuant to Section 11.2) and (x) of the definition of "Permitted Liens") on the Property or any part thereof shall have been removed. (e) During the Marketing Period, the Lessee shallSECTION 6.3, as nonexclusive agent for the Lessor, use best commercial efforts to obtain cash bids for cause the acquisition of all Property to be sold on the last day of the Lessor's interest Lease Term for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "REMARKETING OPTION") if the following conditions are satisfied: (a) no sooner than twelve months and no later than six months prior to the Property and will attempt in good faith to obtain the highest purchase price for the Property and for not less than the Fair Market Value Base Term Expiration Date or a Renewal Term Expiration Date, Lessee gives written notice of its election of the Property; provided, however that the Lessor or the Agent may, but shall be under Remarketing Option; (b) no obligation to, market the Property during the Marketing Period. In the event that the Lessee receives any bid(sEvent of Loss exists; (c) for the Property, the Lessee shall, within five (5) Business Days after such notice of its receipt thereof election of the Remarketing Option, Lessee executes and at least twenty delivers an escrow, pledge and security agreement (20the "SALE DEPOSIT ESCROW AGREEMENT") Business Days prior with Administrative Agent and an escrow holder selected by Administrative Agent and reasonably acceptable to Lessee, which Sale Deposit Escrow Agreement shall be in form and substance acceptable to Administrative Agent and shall include provisions consistent with the provisions of SECTION 6.3 and pursuant thereto, Lessee shall contemporaneously make a security deposit in an account maintained with the Administrative Agent or its designee (the "SALE DEPOSIT") in cash equal to the Lease Termination DateGuaranteed Residual Amount for the Property; (d) Lessor shall have received, certify at Lessee's sole cost and expense, evidence satisfactory to Lessor and Lenders that Lessor holds good title to the Property, free and clear of all Liens other than Permitted Liens; (e) Lessor shall have received, at Lessee's sole cost and expense, a report in scope and content satisfactory to Lessor and Lenders to the Agent in writing the amount and terms of such bid(s), and the name and address of the party or parties submitting such bid. The Lessee shall bear its own expenses and pay, as Supplemental Rent, the expenses of the Lessor, the Note Purchaser, the Agent and the Liquidity Banks in connection with any such bidding and sale process pursuant to this Section 18.3, as well as all costs and expenses incurred by any Person (including a buyer or potential buyer) to cause effect that the Property to be has been maintained in all material respects throughout the condition required by Lease Term in accordance with the standards of this Section 18.3 Lease and all costs of repairs, modifications or improvements desired by any such buyer(s). (f) The Lessee shall promptly upon request permit inspection that the remaining useful life and utility of the Property and any maintenance records relating to the Property by the Lessor and any potential purchaser(s), and shall otherwise do all things reasonably necessary to sell and deliver possession of the Property to any purchaser(s) thereof.have not been compromised; 7