Common use of Return of Leased Property Clause in Contracts

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePoint, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section SECTION 14.7 hereof, then each the related Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the such Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section SECTION 14.6 hereof and neither Lessor nor the Syndication Agent rejects such purchase offer pursuant to Section SECTION 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties Property leased by it such Lessee to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor therefor, in the case of new Construction, or the Closing Funding Date therefor (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any such Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such Leased Property and all non-proprietary know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such each Lessee under this Article ARTICLE XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereofhereof or Lessee has properly exercised the Surrender Option, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the such Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any such Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date therefor in each other case (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the such Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, Construction or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any such Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Funding Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointDAP SUB, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the such Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof hereof, there is a purchase offer with respect to the Leased Properties and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any such Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any ------------------------- Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the ------------ Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer ------------ pursuant to Section 14.6, then each Lessee shall, on such Lease Termination ------------ Date, and at its own cost, transfer possession of the Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Funding Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointXxxxxx, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration ----------- or termination of this Lease.

Return of Leased Property. If Lessor retains title to any the Leased Property pursuant to Section SECTION 14.7 hereofhereof or Lessee has properly exercised the Surrender Option, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section SECTION 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section SECTION 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-know- how, data and technical information relating thereto, providing a copy of the Plans plans and Specifications within the possession of such Lessee or ChoicePointspecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article ARTICLE XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section SECTION 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section SECTION 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section SECTION 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor LiensLiens and the Liens of the Operative Documents, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointADESA, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article ARTICLE XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the remarketed Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Funding Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's ’s maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession or control of such Lessee or ChoicePointConcord, or its agent, granting or assigning all licenses (to the extent assignableassignable without third party consent) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee LESSEE shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePoint, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Contract of Lease, promptly deliver the Leased Property inclusive of all new constructions and improvements introduced during the terms of this Contract of Lease to LESSOR in good and tenantable condition in all respects, reasonable wear and tear excepted, devoid of all occupants, furniture, articles and effects of any kind except the permanent improvements, immovable or real property as defined by the Civil Code of the Philippines. LESSEE shall also return to LESSOR such portion of the Leased Property that remains undeveloped after the lapse of the site development timetable or the approved PIP as specified in the Provisional License. Any alteration and/or immovable improvement made or introduced by LESSEE on the Leased Property with the written consent of LESSOR shall, upon the termination of this Contract of Lease, automatically devolve upon LESSOR without any obligation on the part of LESSOR to pay or refund its value or cost to LESSEE. Upon the revocation, cancellation or termination of this Contract of Lease, LESSEE shall be entitled to remove all facilities and equipment and such movables and improvements installed by LESSEE that can be removed without causing serious damage to (i) the Leased Property and (ii) to the buildings, structures or permanent improvements within the Leased Property, within a period of thirty (30) working days from the revocation, cancellation or termination of this Contract of Lease. Non-compliance on the part of LESSEE will give LESSOR the option to take possession of the Leased Property with all the facilities, equipment and improvements and movables found therein and consider the same as liquidated damages on account of LESSEE’s failure to perform its obligation herein or to remove and safe keep the same subject to payment of storage fees plus a penalty in the amount of PESOS: FIVE MILLION (Php5Million), until LESSEE shall have complied with the terms hereof. LESSOR shall have the right to bar the further use of the Leased Property by LESSEE. This is without prejudice to LESSOR’s right to collect any unpaid obligations plus interest. LESSEE shall be liable to LESSOR when the former fails to vacate the Leased Property at the revocation, cancellation or termination of this Contract of Lease and for all damages which LESSOR may suffer by reason thereof including indemnification to LESSOR for any and all liabilities and cost suffered for not being able to promptly deliver possession of the Leased Property to LESSOR or any succeeding tenant. The amount of such penalty shall earn interest of one percent (1%) per month from the date of expiration of this Contract of Lease until full payment thereof.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the such Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any such Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any the Leased Property pursuant to Section SECTION 14.7 hereofhereof or Lessee has properly exercised the Surrender Option, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section SECTION 14.6 hereof and neither Lessor nor the Agent rejects such ds purchase offer pursuant to Section SECTION 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans plans and Specifications within the possession of such Lessee or ChoicePointspecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article ARTICLE XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Funding Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointDTD, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the remarketed Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Funding Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession or control of such Lessee or ChoicePointConcord, or its agent, granting or assigning all licenses (to the extent assignableassignable without third party consent) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Unless the Leased Property shall ------------------------- have been transferred to Lessee pursuant to Section 14.7 hereof9.1(b), then each Lessee shall, on the -------------- Lease Termination Date, Date and at its own expense, return possession of transfer the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may bethereof pursuant to Section 9.3, free and clear of all ----------- Liens other than Permitted Exceptions and Lessor Liens, in the condition required by Section 5 and in any event in as good a condition as it was on the --------- Initial Advance Date and on the date of Substantial Completion Date therefor in of the case of new Construction, or Financed Improvements to the Closing Date Facility (as modified by the Financed Improvements and any other Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance with all Applicable Law (determined immediately prior to such transfer; and in all material respects with Applicable Law. Each Lessee shallany event without (x) any asbestos installed or maintained in any part of the Leased Property, (y) any polychlorinated biphenyls (PCBs) in, on or used, stored or located at the Leased Property, and within a reasonable time before and after the Lease Termination Date, (z) any other Hazardous Materials). Lessee shall cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: including providing all books books, reports and records regarding the related Lessee's maintenance maintenance, repair and ownership of such the Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePoint, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, Property and cooperating in seeking and obtaining all necessary Governmental Government Action. Each Lessee also shall have also paid the total cost for the completion of the Financed Improvements and of all Alterations commenced prior to the Lease Termination Date, and the construction of the Financed Improvements and all Alterations shall have been completed prior to such date. Lessee shall have completed all restoration and repair work in compliance with Section 6.4 ----------- and Section 5.1 prior to the Lease Termination Date. ----------- -89- The obligations of such Lessee under this Article XIV Section 9.5 shall survive the expiration or ----------- termination of this Lease. Unless Lessee shall have exercised or been deemed to have exercised its option to purchase the Leased Property, not less than 270 days prior to the Lease Termination Date, Lessor shall at Lessee's expense be entitled to perform such investigation, including obtaining reports of engineers and other experts as to the condition and state of repair and maintenance required by this Section 9.5 and as to the compliance with Environmental Laws of ----------- the Leased Property, as it deems appropriate. Lessee, at its sole cost and expense, shall cause the repair or other remediation of any discrepancies between the actual condition of the Leased Property and the condition required under this Lease, such repair or remediation to be completed not later than the Lease Termination Date.

Return of Leased Property. If the Lessor retains title to any its ------------------------- interest in the Leased Property pursuant to Section 14.7 hereof, then each ------------ the Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties Property leased by it to the Lessor for retention by the Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 ------------ hereof and neither the Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each the Lessee shall, on such Lease ------------ Termination Date, and at its own cost, transfer possession of the Leased Properties Property leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of the Lessor or such purchaser, as the case may be, free and clear of all Liens other than the Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Funding Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in with all material respects with Applicable LawLaws and all other requirements of this Lease and the other Operative Documents. Each The Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with the Lessor and the independent purchaser of any the Leased Property leased by such the Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such the Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicableDate: providing all books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, Property and cooperating in seeking and obtaining all necessary Governmental ActionActions. Each The Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such the Lessee under this Article XIV shall survive the expiration or termination of this ----------- Lease.

Return of Leased Property. If Lessor retains title to any the ------------------------- Leased Property pursuant to Section 14.7 hereofhereof or Lessee has properly exercised ------------ the Surrender Option, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent ------------ rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such ------------ Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor LiensLiens and the Liens of the Operative Documents, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall ----------- survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any ------------------------- Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the ------------ Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it to Lessor for retention by Lessor or, if the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer ------------ pursuant to Section 14.6, then each Lessee shall, on such Lease Termination ------------ Date, and at its own cost, transfer possession of the Leased Properties leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Funding Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of ----------- this Lease.

Return of Leased Property. If Lessor retains title to any the Leased Property pursuant to Section 14.7 15.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, or if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 15.6 hereof and neither Lessor nor the Agent rejects does not reject such purchase offer pursuant to Section 14.615.6(xi), then each Lessee shallshall (unless by agreement with the purchaser Lessee is to remain in possession of the Leased Property), on such the Lease Termination Date, Date and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens and Liens described in clause (vi) of the definition of Permitted Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-how, data and technical information relating theretothereto to the extent in Lessee's possession, providing a current copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, Property to the extent Lessee has the legal right to do so and cooperating in seeking and obtaining all necessary Governmental ActionAction relating to occupancy but not special use by the purchaser thereof. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations obligation of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any Leased Property pursuant to Section 14.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the such Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the related Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's ’s maintenance of such Leased Property and all non-proprietary know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointLessee, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any the Leased Property pursuant to Section 14.7 15.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, or if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 15.6 hereof and neither Lessor nor the Agent rejects does not reject such purchase offer pursuant to Section 14.615.6(xi), then each Lessee shallshall (unless by agreement with the purchaser Lessee is to remain in possession of the Leased Property), on such the Lease Termination Date, Date and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens and Liens described in clause (vi) of the definition of Permitted Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-how, data and technical information relating theretothereto to the extent in Lessee's possession, providing a current copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, Property to the extent Lessee has the legal right to do so and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title to any the Leased Property pursuant to Section 14.7 hereofhereof or Lessee has properly exercised the Surrender Option, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all available books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans plans and Specifications within specifications for all of the possession of such Lessee or ChoicePointBuildings, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If the Lessor retains title to any Leased Property pursuant to Section 14.7 5.8 hereof, then each Lessee the Construction Agent shall, on the Lease Termination DateCDRO Closing Date for such Leased Property (or such later date on which the Lessor shall elect not to sell the Leased Property pursuant to Section 5.7), and at its own expense, return possession of such Leased Property to the Leased Properties leased by it to Lessor for retention by the Lessor and shall do all things required under Section 5.6 or, if the Lessees Construction Agent properly exercise exercises the Construction Default Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 5.7 hereof and neither the Lessor nor the Agent rejects such purchase offer pursuant to Section 14.65.7, then each Lessee the Construction Agent shall, on such Lease Termination CDRO Closing Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of the Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor LiensLiens and Permitted Liens described in clause (f) or (g) of the definition thereof, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear exceptedCDRO Notice Date, and in compliance in all material respects with Applicable LawLaw and deliver to the independent purchaser thereof the documents described in clauses (i) through (iii) of Section 5.6(a). Each Lessee In the case of a sale under Section 5.7, the Construction Agent shall, on and within a reasonable time before and after the Lease Termination CDRO Closing Date, cooperate with the Lessor and the independent purchaser of any such Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such Leased Property after the Lease Termination CDRO Closing Date, which cooperation shall include the following, all of which such Lessee the Construction Agent shall do on or before the Lease Termination CDRO Closing Date or as soon thereafter as is reasonably practicable: providing all books and records records, including copies of all Construction Documents, regarding the related Lessee's construction, maintenance and ownership of such Leased Property and all non-proprietary know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all permits and licenses (to the extent assignable) necessary for the construction, operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid Action and taking all action necessary to fully assign and transfer all of its rights, claims and causes of action under all of the cost of Construction Documents (including, without limitation, obtaining all Alterations commenced prior necessary consents to the Lease Termination Datesuch assignments). The obligations of such Lessee the Construction Agent under this Article XIV Section 5.9 shall survive the expiration or termination of this LeaseAgreement.

Return of Leased Property. If the Lessor retains title ------------------------- to any the Leased Property pursuant to Section 14.7 hereof, then each the Lessee ------------ shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties Property leased by it to the Lessor for retention by the Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof and neither the ------------ Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, ------------ then each the Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties Property leased by it to the independent purchaser thereof, in each case by surrendering the same into the possession of the Lessor or such purchaser, as the case may be, free and clear of all Liens other than the Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Funding Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in with all material respects with Applicable LawLaws and all other requirements of this Lease and the other Operative Documents. Each The Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with the Lessor and the independent purchaser of any the Leased Property leased by such the Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such the Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicableDate: providing all books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-how, data and technical information relating thereto, providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointSpecifications, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, Property and cooperating in seeking and obtaining all necessary Governmental ActionActions. Each The Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such the Lessee under this Article XIV shall survive the expiration or ----------- termination of this Lease.

Return of Leased Property. If Lessor retains title to any the Leased Property pursuant to Section 14.7 15.7 hereof, then each Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessor. If Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 15.6 hereof and neither the Lessor nor the Agent rejects does not reject such purchase offer offers pursuant to Section 14.615.6(xi), then each Lessee shallshall (unless by agreement with the purchaser Lessee is to remain in possession of the Leased Property), on such the Lease Termination Date, Date and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, Liens for Taxes not yet payable and Liens described in clause (vi) of the definition of Permitted Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance and ownership of such the Leased Property and all know-how, data and technical information relating theretothereto to the extent in Lessee's possession, providing a current copy of the Plans and Specifications within for the possession of such Lessee or ChoicePointLeased Property, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, Property to the extent Lessee has the legal right to do so and cooperating in seeking and obtaining all necessary Governmental ActionAction relating to occupancy but not special use by the purchaser thereof. Each Lessee shall have also paid the cost of all Alterations with respect to the Leased Property commenced prior to the Lease Termination Date. The obligations obligation of such Lessee under this Article XIV shall survive the expiration or termination of this Lease.

Return of Leased Property. If Lessor retains title (a) Subject to any Section 16 hereof, upon the expiration or earlier termination of the Term (unless Lessee has purchased the Leased Property pursuant to Section 14.7 29 hereof), then each Lessee shall, on the Lease Termination Date, will vacate and at its own expense, return surrender and deliver possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, if Owner in broom clean condition and in the Lessees properly exercise the Remarketing Option and fulfill all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer condition required pursuant to Section 14.613(a) hereof. Lessee shall remove from the Leased Property on or prior to such expiration or earlier termination of this Lease, then each Lessee shallall personal property, on such Lease Termination Datefurniture and fixtures (other than equipment and fixtures which form a part of the building systems and any personal property in which Owner has been granted a security interest pursuant to Section 10(b) hereof or in which Senior Lender has been granted a security interest pursuant to the Deed of Trust) situated thereon which is not the property of Owner, and at its own costshall repair any damage caused by such removal. Property not so removed shall become the property of Owner, transfer possession and Owner may cause such property to be removed from the Leased Property and disposed of, and Lessee shall pay the reasonable cost of any such removal and disposition and of repairing any damage caused by such removal. (b) Except for surrender upon the expiration or earlier termination of the Term hereof, no surrender to Owner of this Lease or of the Leased Properties leased Property shall be valid or effective unless agreed to and accepted in writing by it Owner and any Assignee of Owner. (c) Without limiting the generality of the foregoing, upon the surrender and return of the Leased Property to Owner pursuant to this Section 34, the independent Leased Property shall (i) be capable of being immediately utilized by a third- party purchaser thereofor third-party lessee without further inspection, construction, repair, replacement, alterations or improvements, licenses, permits, or approvals, except for any of the foregoing required solely by virtue of the change in each case ownership (other than to Owner or Assignee and except for any buildout requirements that are unique to such new owner or lessee), use or occupancy of the Leased Property, (ii) be in accordance and compliance with all Legal Requirements and Environmental Legal Requirements including, without limitation, any of the foregoing required by surrendering virtue of a change in ownership, use or occupancy of the same into the possession of Lessor or such purchaserLeased Property other than to Lessee, as the case may be, (iii) be free and clear of all Liens Liens, other than Lessor Liens(A) any Permitted Liens and Owner Liens and (B) any liens securing debt incurred by Owner, whether recourse or otherwise, including but not limited to the Senior Loan and any replacements for or additions to the foregoing. (d) On or prior to the date of such surrender and return of the Leased Property, Owner shall have received from Lessee, at Lessee's expense, evidence satisfactory to Owner and each Assignee, of compliance with the provisions of this Section 34, including without limitation, an environmental assessment for the Leased Property addressed in form and substance satisfactory to Owner and each Assignee or, in lieu of addressing to such parties directly, accompanied by a letter permitting Owner and each Assignee to rely thereon, performed by an independent, licensed professional engineer satisfactory to Owner and each Assignee, and which assessment (x) shall be sufficient in scope to determine compliance with the applicable Environmental Legal Requirements, (y) shall reveal no actual or potential environmental liabilities which cannot be remediated by Lessee as good condition as it was on the Completion Date therefor provided in the case of new Construction, or the Closing Date following clause (as modified by Alterations permitted by this Leasez), ordinary wear and tear excepted(z) if such environmental assessment reveals the need for additional review, Lessee shall have provided such additional information or environmental assessments as are required by Owner and each Assignee and, subject to Section 20 hereof, any remediation recommended therein to be performed shall have been performed, and evidence of compliance with Section 34(c)(ii). (e) Upon such return of the Leased Property to Owner, Lessee shall deliver to Owner a then current title insurance policy or a binding commitment to issue Owner's and Lender's title insurance policies written by a title insurance company reasonably acceptable to Owner and Senior Lender or endorsements to the existing Owner's and Lender's Title Insurance, in compliance each case, insuring good and marketable title in all material respects with Applicable Law. Each Lessee shall, on and within a reasonable time before and after the Lease Leased Property in an amount equal to the Termination Value determined as of the Termination Date, cooperate with Lessor unencumbered except for Owner Liens and Permitted Liens. Upon the independent purchaser request of any Owner, Lessee shall continue for a period not in excess of one hundred eighty (180) days to maintain its insurance policies for the Leased Property leased by such required under Section 15 hereof if able to do so on a commercially reasonable basis, provided that Owner pays or reimburses Lessee in order to facilitate for its pro rata costs thereof. (f) Until the ownership and operation by such purchaser of such Leased Property after has been returned to Owner in the condition required under Section 34(a) through (d) hereof, Lessee shall continue to pay Owner, on the same dates on which Base Rental was payable during the Basic Lease Termination DateTerm or any Extension Lease Term thereof, which cooperation shall include 125% of the followingBase Rental that was payable on the last Rent Payment Date plus, all Additional Rental for which Lessee is liable applicable to such periods. (g) The provisions of which such Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's maintenance of such Leased Property and all know-how, data and technical information relating thereto, providing a copy this Section 34 are of the Plans and Specifications within the possession of such Lessee or ChoicePoint, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such Lessee under this Article XIV shall survive the expiration or termination essence of this Lease, and any Material breach thereof shall be deemed an Event of Default hereunder, and upon application to any court of equity having jurisdiction in the premises, Owner shall be entitled to a decree against Lessee requiring specific performance of the covenants of Lessee set forth in this Section 34.

Return of Leased Property. If Lessor retains title to any the Leased Property pursuant to Section 14.7 hereof, then each the Lessee shall, on the Lease Termination Date, and at its own expense, return possession of the Leased Properties leased by it Property to Lessor for retention by Lessor or, if the Lessees Lessee properly exercise exercises the Remarketing Option and fulfill fulfills all of the conditions of Section 14.6 hereof and neither Lessor nor the Agent rejects such purchase offer pursuant to Section 14.6, then each the Lessee shall, on such Lease Termination Date, and at its own cost, transfer possession of the Leased Properties leased by it Property to the independent purchaser thereof, in each case by surrendering the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens other than Lessor Liens, in as good condition as it was on the Completion Date therefor in the case of new Construction, or the Closing Date (as modified by Alterations permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with Applicable Law. Each The Lessee shall, on and within a reasonable time before and after the Lease Termination Date, cooperate with Lessor and the independent purchaser of any the Leased Property leased by such Lessee in order to facilitate the ownership and operation by such purchaser of such the Leased Property after the Lease Termination Date, which cooperation shall include the following, all of which such the Lessee shall do on or before the Lease Termination Date or as soon thereafter as is reasonably practicable: providing all books and records regarding the related Lessee's ’s maintenance of such the Leased Property and all know-how, data and technical information relating theretothereto (it being understood that the Lessee shall not be required to provide any warranties in connection with such know-how, data and technical information), providing a copy of the Plans and Specifications within the possession of such Lessee or ChoicePointthe Lessee, granting or assigning all licenses (to the extent assignable) necessary for the operation and maintenance of such the Leased Property, and cooperating in seeking and obtaining all necessary Governmental Action. Each The Lessee shall have also paid the cost of all Alterations commenced prior to the Lease Termination Date. The obligations of such the Lessee under this Article XIV shall survive the expiration or termination of this Lease.