Common use of Exercise of Marketing Option After Non-Marketing Option Event of Default Clause in Contracts

Exercise of Marketing Option After Non-Marketing Option Event of Default. If Lessor notifies Lessee pursuant to Subparagraph 5.03(a) or Subparagraph 5.04(a) of the Lease Agreement that Lessor is terminating the Lease Agreement on a Termination Date which is prior to the Scheduled Expiration Date of the Lease Agreement and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default, Lessee may, subject to Paragraph 3.01, elect to exercise the Marketing Option if, not later than ten (10) Business Days after it receives from Lessor such notice of early termination, it (i) delivers to Lessor a Notice of Marketing Option Exercise, (ii) delivers to Agent (A) a Cash Collateral Agreement in form and substance reasonably satisfactory to Lessor and Agent and (B) Cash Collateral in an amount not less than 105% of the total Tranche A Proportionate Share of the Outstanding Lease Amount, and (iii) delivers to Lessor an opinion in form and substance reasonably satisfactory to Lessor regarding the Cash Collateral Agreement and Lessor's security interest in such Cash Collateral and (iv) takes such other actions as may be necessary to grant to Agent first priority perfected security interests in such Cash Collateral in accordance with the Cash Collateral Agreement. Upon the delivery by Lessee to Lessor of a Notice of Marketing Option Exercise and satisfaction of the Cash Collateral requirements set forth in the preceding sentence of this Subparagraph 3.02(l), the Expiration Date of the Lease Agreement shall, if the conditions to the exercise of the Marketing Option set forth in Paragraph 3.01 are satisfied, be extended to the first Business Day that is six (6) months after the date of receipt by Lessor of such Notice of Marketing Option Exercise, provided, however, that in no event shall the Expiration Date of the Lease Agreement be extended beyond the Scheduled Expiration Date. Any exercise by Lessee of the Marketing Option pursuant to this Subparagraph 3.02(l) shall be subject to the terms and conditions otherwise set forth in this Agreement.

Exercise of Marketing Option After Non-Marketing Option Event of Default. If Lessor notifies Lessee pursuant to Subparagraph 5.03(a) or Subparagraph 5.04(a) of the Lease Agreement that Lessor is terminating the Lease Agreement on a Termination Date which is prior to the Scheduled Expiration Date of the Facility 1 Lease Agreement and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default, Lessee may, subject to Paragraph 3.01, elect to exercise the Marketing Option if, not later than ten (10) Business Days after it receives from Lessor such notice of early termination, it (i) delivers to Lessor a Notice of Marketing Option Exercise, (ii) delivers to Agent (A) a Cash Collateral Agreement in form and substance reasonably satisfactory to Lessor and Agent and (B) Cash Collateral in an the amount not less than 105% required by clause (ii) of Subparagraph 2.11(a) of the total Tranche A Proportionate Share of the Outstanding Lease AmountParticipation Agreement, and (iii) delivers to Lessor an opinion in form and substance reasonably satisfactory to Lessor regarding the Cash Collateral Agreement and Lessor's security interest in such Cash Collateral and (iv) takes such other actions as may be necessary to grant to Agent first priority perfected security interests in such Cash Collateral in accordance with required by Subparagraph 2.11(a) of the Cash Collateral Participation Agreement. Upon the delivery by Lessee to Lessor of a Notice of Marketing Option Exercise and satisfaction of the Cash Collateral other requirements set forth in the preceding sentence of this Subparagraph 3.02(l), the Expiration Date of the Facility 1 Lease Agreement shall, if the conditions to the exercise of the Marketing Option set forth in Paragraph 3.01 are satisfied, be extended to the first Business Day of the first full calendar month that is six (6) months after the date of receipt by Lessor of such Notice of Marketing Option Exercise, provided, however, that in no event shall the Expiration Date of the Lease Agreement be extended beyond the Scheduled Expiration Date. Any exercise by Lessee of the Marketing Option pursuant to this Subparagraph 3.02(l) shall be subject to the terms and conditions otherwise set forth in this Agreement.

Exercise of Marketing Option After Non-Marketing Option Event of Default. If Lessor notifies Lessee pursuant to Subparagraph 5.03(a) or Subparagraph 5.04(a) of the Lease Agreement that Lessor is terminating the Lease Agreement on a Termination Date which is prior to the Scheduled Expiration Date of the Lease Agreement and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default, Lessee may, subject to Paragraph 3.01, elect to exercise the Marketing Option if, not later than ten (10) Business Days after it receives from Lessor such notice of early termination, it (i) delivers to Lessor a Notice of Marketing Option Exercise, (ii) delivers to Agent (A) a Cash Collateral Agreement in form and substance reasonably satisfactory to Lessor and Agent and (B) Cash Collateral in an the amount not less than 105% required by clause (ii)(C) of Subparagraph 2.11(a) of the total Tranche A Proportionate Share of the Outstanding Lease AmountParticipation Agreement, and (iii) delivers to Lessor an opinion in form and substance reasonably satisfactory to Lessor regarding the Cash Collateral Agreement and Lessor's security interest in such Cash Collateral and (iv) takes such other actions as may be necessary to grant to Agent first priority perfected security interests in such Cash Collateral in accordance with required by Subparagraph 2.11(a) of the Participation Agreement or the Cash Collateral Agreement. Upon the delivery by Lessee to Lessor of a Notice of Marketing Option Exercise and satisfaction of the Cash Collateral other requirements set forth in the preceding sentence of this Subparagraph 3.02(l), the Expiration Date of the Lease Agreement shall, if the conditions to the exercise of the Marketing Option set forth in Paragraph 3.01 are satisfied, be extended to (A) the date determined pursuant clause (ii) of Subparagraph 3.05(d) of the Construction Agency Agreement if the Non-Marketing Option Event of Default was a Construction Termination Event or (B) the first Business Day of the first full calendar month that is six (6) months after the date of receipt by Lessor of such Notice of Marketing Option Exercise, provided, however, that Exercise in no event shall the Expiration Date of the Lease Agreement be extended beyond the Scheduled Expiration Dateall other cases. Any exercise by Lessee of the Marketing Option pursuant to this Subparagraph 3.02(l) shall be subject to the terms and conditions otherwise set forth in this Agreement.

Exercise of Marketing Option After Non-Marketing Option Event of Default. If Lessor notifies Lessee pursuant to Subparagraph 5.03(a) or Subparagraph 5.04(a) of the Lease Agreement that Lessor is terminating the Lease Agreement on a Termination Date which is prior to the Scheduled Expiration Date of the Lease Agreement and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default, Lessee may, subject to Paragraph 3.01, elect to exercise the Marketing Option if, not later than ten five (105) Business Days after it receives from Lessor such notice of early termination, it (i) delivers to Lessor a Notice of Marketing Option Exercise, (ii) delivers to Agent (A) a or Participants Cash Collateral Agreement in form and substance reasonably satisfactory to Lessor and Agent and as required by clause (Bii) Cash Collateral in an amount not less than 105% of Subparagraph 2.11(a) of the total Tranche A Proportionate Share of the Outstanding Lease AmountParticipation Agreement, and (iii) delivers to Lessor an opinion in form and substance reasonably satisfactory to Lessor regarding of its counsel as required by clause (ii) of Subparagraph 2.11(a) of the Cash Collateral Agreement and Lessor's security interest in such Cash Collateral Participation Agreement, and (iv) takes such other actions as may be necessary to grant to Agent first priority perfected security interests in such Cash Collateral in accordance with the Cash Collateral Agreement. Upon the delivery by Lessee to Lessor of a Notice of Marketing Option Exercise and satisfaction of the Cash Collateral requirements set forth in the preceding sentence of this Subparagraph 3.02(l), the Expiration Date of the Lease Agreement shall, if the conditions to the exercise of the Marketing Option set forth in Paragraph 3.01 are satisfied, be extended to the first Business Day that is six (6) months after the date of receipt by Lessor of such Notice of Marketing Option Exercise, provided, however, that in no event shall the Expiration Date of the Lease Agreement be extended beyond the Scheduled Expiration Date. Any exercise by Lessee of the Marketing Option pursuant to this Subparagraph 3.02(l) shall be subject to the terms and conditions otherwise set forth in this Agreement.

Exercise of Marketing Option After Non-Marketing Option Event of Default. If Lessor notifies Lessee pursuant to Subparagraph 5.03(a) or Subparagraph 5.04(a) of the Lease Agreement that Lessor is terminating the Lease Agreement on a Termination Date which is prior to the Scheduled Expiration Date of the Facility 2 Lease Agreement and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default, Lessee may, subject to Paragraph 3.01, elect to exercise the Marketing Option if, not later than ten (10) Business Days after it receives from Lessor such notice of early termination, it (i) delivers to Lessor a Notice of Marketing Option Exercise, (ii) delivers to Agent (A) a Cash Collateral Agreement in form and substance reasonably satisfactory to Lessor and Agent and (B) Cash Collateral in an the amount not less than 105% required 10 291 by clause (ii) of Subparagraph 2.11(a) of the total Tranche A Proportionate Share of the Outstanding Lease AmountParticipation Agreement, and (iii) delivers to Lessor an opinion in form and substance reasonably satisfactory to Lessor regarding the Cash Collateral Agreement and Lessor's security interest in such Cash Collateral and (iv) takes such other actions as may be necessary to grant to Agent first priority perfected security interests in such Cash Collateral in accordance with required by Subparagraph 2.11(a) of the Cash Collateral Participation Agreement. Upon the delivery by Lessee to Lessor of a Notice of Marketing Option Exercise and satisfaction of the Cash Collateral other requirements set forth in the preceding sentence of this Subparagraph 3.02(l), the Expiration Date of the Facility 2 Lease Agreement shall, if the conditions to the exercise of the Marketing Option set forth in Paragraph 3.01 are satisfied, be extended to (A) the date determined pursuant clause (ii) of Subparagraph 3.05(d) of the Facility 2 Construction Agency Agreement if the Non-Marketing Option Event of Default was a Construction Termination Event or (B) the first Business Day of the first full calendar month that is six (6) months after the date of receipt by Lessor of such Notice of Marketing Option Exercise, provided, however, that Exercise in no event shall the Expiration Date of the Lease Agreement be extended beyond the Scheduled Expiration Dateall other cases. Any exercise by Lessee of the Marketing Option pursuant to this Subparagraph 3.02(l) shall be subject to the terms and conditions otherwise set forth in this Agreement.