Common use of Failure to Sell Items of Equipment Clause in Contracts

Failure to Sell Items of Equipment. If Lessee shall exercise the Sale Option and shall fail to sell the Items of Equipment on the Lease Expiration Date in accordance with Section 15.1(b) and subject to the provisions of Section 15.4 (other than as a result of Lessee’s failure to comply with the provisions of Section 15.1(b) or 15.4, in which case, the last sentence of Section 15.2 shall be operative), then Lessee and Lessor hereby agree as follows: (a) Lessee shall continue to use reasonable commercial efforts as non-exclusive agent for Lessor to sell the Items of Equipment on behalf of Lessor in accordance with this Section 15.6 for the period (the “Extended Remarketing Period”) commencing on the Lease Expiration Date and ending on the earlier of (i) the sale of the Items of Equipment in accordance with the provisions of this Section 15.6 or such earlier date as Lessor has received payment in full of the Lease Balance and all accrued and unpaid Rent and (ii) the delivery of a written notice from Lessor to Lessee at any time terminating the Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 15.6(a)(ii) and the date such termination shall be effective, which date shall be the Lease Expiration Date if such notice is given prior to the Lease Expiration Date. Without limiting the foregoing, each of the conditions contained in this Article XV shall be applicable to the Extended Remarketing Period and any sale during such period. Lessor’s appointment of Lessee as Lessor’s nonexclusive agent to use its reasonable commercial efforts to obtain the highest all-cash price for the purchase of the Items of Equipment shall not restrict Lessor’s or Agent’s right to market or lease the Items of Equipment, to retain one or more sales agents or brokers at Lessee’s sole cost and expense. (b) On the Lease Expiration Date, Lessee shall (i) pay to Lessor the Sale Recourse Amount and all other Rent due and owing hereunder and (ii) at Lessor’s request either (A) return possession of the Items of Equipment to Lessor in accordance with Section 15.4(b) and in the condition required by this Lease or (B) de-install, package and crate the Equipment in accordance with Section 15.4(b) of the Lease and insure and store the Equipment in accordance with all manufacturer’s recommendations and this Lease for the Extended Remarketing Period; provided that such insurance and storage shall be at Lessee’s expense for only the first 180 days of the Extended Remarketing Period. Thereafter, this Lease shall terminate except as provided herein and Lessee shall have no further obligation to pay Rent. Following the Lease Expiration Date, Lessor shall be free to sell or lease the Items of Equipment to any party at such reasonable times and for such amounts as Lessor deems commercially reasonable and appropriate in order to maximize Lessor’s opportunity to recover the Lease Balance. Following the Lease Expiration Date, Lessor shall have the right to enter into leases for the Items of Equipment at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to Agent in reduction of the Lease Balance and Supplemental Rent due and owing under the Operative Documents. (c) Lessor reserves all rights under this Lease and the other Operative Documents arising out of Lessee’s breach of any provisions of this Lease (including this Article XV), occurring prior to or on the Lease Expiration Date, including the right to sxx Lessee for damages. (d) To the greatest extent permitted by law and subject to Section 15.6(e) below, Lessee hereby unconditionally and irrevocably waives, and releases Lessor and Agent from, any right to require Lessor or Agent during or following the Extended Remarketing Period to sell the Items of Equipment in a timely manner or for any minimum purchase price or on any particular terms and conditions, Lessee hereby agreeing that if Lessee shall elect the Sale Option, its ability to sell the Items of Equipment on or prior to the Lease Expiration Date and to cause any Person to submit a bid to Lessor pursuant to Section 15.4 shall constitute full and complete protection of Lessee’s interest hereunder. (e) In addition, if Lessor has not sold the Items of Equipment within two (2) years after its termination of the Extended Remarketing Period, Agent shall appoint a qualified independent sales agent to sell the Items of Equipment pursuant to the first bona fide offer received by a creditworthy offeror for an all-cash purchase price at the then Fair Market Value of the Items of Equipment to the extent the conditions therefor are satisfied. Any proceeds resulting from the operation of this Section 15.6 shall be applied net of sale costs, commissions and property maintenance costs. To determine whether an offer is for the Fair Market Value of the Items of Equipment, Lessor may condition its obligation to sell on its receipt of an appraisal in accordance with Section 15.4(b)(vi). Any determination as to the bona fide nature of an offer or creditworthiness of the offeror shall be made in the reasonable judgment of Agent. (f) If a sale of Items of Equipment occurs during the Extended Remarketing Period (i) the Lessor shall be entitled to the Sale Proceeds for such Items of Equipment in an amount not to exceed the outstanding Lease Balance and all other amounts due and owing under the Operative Documents and any such excess shall be for the benefit of Lessee and (ii) Lessee shall comply with the provisions of this Article XV including, but not limited to, Section 15.4.

Failure to Sell Items of Equipment. If Lessee shall exercise the Sale Option and shall fail to sell the Items of Equipment on the Lease Expiration Date in accordance with Section 15.1(b) and subject to the provisions of Section 15.4 (other than as a result of Lessee’s 's failure to comply with the provisions of Section 15.1(b) or 15.4, in which case, the last sentence of Section 15.2 shall be operative), then Lessee and Lessor hereby agree as follows: (a) Lessee shall continue to use reasonable commercial efforts as non-exclusive agent for Lessor to sell the Items of Equipment on behalf of Lessor in accordance with this Section 15.6 for the period (the “"Extended Remarketing Period”") commencing on the Lease Expiration Date and ending on the earlier of (i) the sale of the Items of Equipment in accordance with the provisions of this Section 15.6 or such earlier date as Lessor has received payment in full of the Lease Balance and all accrued and unpaid Rent and (ii) the delivery of a written notice from Lessor to Lessee at any time terminating the Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 15.6(a)(ii) and the date such termination shall be effective, which date shall be the Lease Expiration Date if such notice is given prior to the Lease Expiration Date. Without limiting the foregoing, each of the conditions contained in this Article XV shall be applicable to the Extended Remarketing Period and any sale during such period. Lessor’s 's appointment of Lessee as Lessor’s 's nonexclusive agent to use its reasonable commercial efforts to obtain the highest all-cash price for the purchase of the Items of Equipment shall not restrict Lessor’s 's or Agent’s 's right to market or lease the Items of Equipment, to retain one or more sales agents or brokers at Lessee’s 's sole cost and expense. (b) On the Lease Expiration Date, Lessee shall (i) pay to Lessor the Sale Recourse Amount and all other Rent due and owing hereunder and (ii) at Lessor’s 's request either (A) return possession of the Items of Equipment to Lessor in accordance with Section 15.4(b) and in the condition required by this Lease or (B) de-install, package and crate the Equipment in accordance with Section 15.4(b) of the Lease and insure and store the Equipment in accordance with all manufacturer’s 's recommendations and this Lease for LSI Logic Corporation Lease B the Extended Remarketing Period; provided that such insurance and storage shall be at Lessee’s 's expense for only the first 180 days of the Extended Remarketing Period. Thereafter, this Lease shall terminate except as provided herein and Lessee shall have no further obligation to pay Rent. Following the Lease Expiration Date, Lessor shall be free to sell or lease the Items of Equipment to any party at such reasonable times and for such amounts as Lessor deems commercially reasonable and appropriate in order to maximize Lessor’s 's opportunity to recover the Lease Balance. Following the Lease Expiration Date, Lessor shall have the right to enter into leases for the Items of Equipment at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to Agent in reduction of the Lease Balance and Supplemental Rent due and owing under the Operative Documents. (c) Lessor reserves all rights under this Lease and the other Operative Documents arising out of Lessee’s 's breach of any provisions of this Lease (including this Article XV), occurring prior to or on the Lease Expiration Date, including the right to sxx xxx Lessee for damages. (d) To the greatest extent permitted by law and subject to Section 15.6(e) below, Lessee hereby unconditionally and irrevocably waives, and releases Lessor and Agent from, any right to require Lessor or Agent during or following the Extended Remarketing Period to sell the Items of Equipment in a timely manner or for any minimum purchase price or on any particular terms and conditions, Lessee hereby agreeing that if Lessee shall elect the Sale Option, its ability to sell the Items of Equipment on or prior to the Lease Expiration Date and to cause any Person to submit a bid to Lessor pursuant to Section 15.4 shall constitute full and complete protection of Lessee’s 's interest hereunder. (e) In addition, if Lessor has not sold the Items of Equipment within two (2) years after its termination of the Extended Remarketing Period, Agent shall appoint a qualified independent sales agent to sell the Items of Equipment pursuant to the first bona fide offer received by a creditworthy offeror for an all-cash purchase price at the then Fair Market Value of the Items of Equipment to the extent the conditions therefor are satisfied. Any proceeds resulting from the operation of this Section 15.6 shall be applied net of sale costs, commissions and property maintenance costs. To determine whether an offer is for the Fair Market Value of the Items of Equipment, Lessor may condition its obligation to sell on its receipt of an appraisal in accordance with Section 15.4(b)(vi). Any determination as to the bona fide nature of an offer or creditworthiness of the offeror shall be made in the reasonable judgment of Agent. (f) If a sale of Items of Equipment occurs during the Extended Remarketing Period (i) the Lessor shall be entitled to the Sale Proceeds for such Items of Equipment in an amount not to exceed the outstanding Lease Balance and all other amounts due and owing under the Operative Documents and any such excess shall be for the benefit of Lessee and (ii) Lessee shall comply with the provisions of this Article XV including, but not limited to, Section 15.4.

Failure to Sell Items of Equipment. If Lessee shall exercise the Sale Option and shall fail to sell the Items of Equipment on the Lease Expiration Date in accordance with Section 15.1(b12.1(c) and subject to the provisions of Section 15.4 (other than as a result of Lessee’s failure to comply with the provisions of Section 15.1(b) or 15.4, in which case, the last sentence of Section 15.2 shall be operative)12.4, then Lessee and Lessor hereby agree as follows: (a) Lessee shall continue to use reasonable commercial efforts as non-exclusive agent for Lessor to sell the Items of Equipment on behalf of Lessor in accordance with this Section 15.6 12.6 for the period (the “"Extended Remarketing Period”") commencing on the Lease Expiration Date and ending on the earlier of (i) the sale of the Items of Equipment in accordance with the provisions of this Section 15.6 12.6 or such earlier date as Lessor has received payment in full of the Lease Balance and all accrued and unpaid Rent and (ii) the delivery of a written notice from Lessor to Lessee at any time terminating the Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 15.6(a)(ii12.6(a)(ii) and the date such termination shall be effective, which date shall be the Lease Expiration Date if such notice is given prior to the Lease Expiration Date. Without limiting the foregoing, each of the conditions contained in this Article XV XII shall be applicable to the Extended Remarketing Period and any sale during such period. Lessor’s 's appointment of Lessee as Lessor’s 's nonexclusive agent to use its reasonable commercial efforts to obtain the highest all-cash price for the purchase of the Items of Equipment shall not restrict Lessor’s or Agent’s 's right to market or lease the Items of Equipment, to retain one or more sales agents or brokers at Lessee’s 's sole cost and expense.. LSI Logic Trust No. 2001-A Lease Intended as Security (b) On the Lease Expiration Date, Lessee shall (i) pay to Lessor the Sale Recourse Applicable Percentage Amount and all other Rent due and owing hereunder and (ii) at Lessor’s 's request either (A) return possession of the Items of Equipment to Lessor in accordance with Section 15.4(b12.4(b) and in the condition required by this Lease or (B) de-install, package and crate the Equipment in accordance with Section 15.4(b12.4(b) of the Lease and insure and store the Equipment in accordance with all manufacturer’s 's recommendations and this Lease for the Extended Remarketing Period; provided that such insurance and storage shall be at Lessee’s 's expense for only the first 180 days of the Extended Remarketing Period. Thereafter, this Lease shall terminate except as provided herein and herein, Lessee shall have no further obligation to pay Basic Rent. Following the Lease Expiration Date, Lessor shall be free to sell or lease the Items of Equipment to any party at such reasonable times and for such amounts as Lessor deems commercially reasonable and appropriate in order to maximize Lessor’s 's opportunity to recover the Lease Balance. Following the Lease Expiration Date, Lessor shall have the right to enter into leases for the Items of Equipment at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to Agent Lessor in reduction of the Lease Balance and Supplemental Rent Interest and Yield due and owing under the Operative Documents. (c) Lessor reserves all rights under this Lease and the other Operative Documents arising out of Lessee’s 's breach of any provisions of this Lease (including this Article XV12), occurring prior to or on the Lease Expiration Date, including the right to sxx xxx Lessee for damages. (d) To the greatest extent permitted by law and subject to Section 15.6(e12.6(e) below, Lessee hereby unconditionally and irrevocably waives, and releases Lessor and Agent from, any right to require Lessor or Agent during or following the Extended Remarketing Period to sell the Items of Equipment in a timely manner or for any minimum purchase price or on any particular terms and conditions, Lessee hereby agreeing that if Lessee shall elect the Sale Option, its ability to sell the Items of Equipment on or prior to the Lease Expiration Date and to cause any Person to submit a bid to Lessor pursuant to Section 15.4 12.4 shall constitute full and complete protection of Lessee’s 's interest hereunder. (e) In addition, if Lessor has not sold the Items of Equipment within two (2) years after its termination of the Extended Remarketing Period, Agent Lessor shall appoint a qualified independent sales agent to sell the Items of Equipment pursuant to the first bona fide offer received by a creditworthy offeror for an all-cash purchase price at the then Fair Market Value of the Items of Equipment to the extent the conditions therefor are satisfied. Any proceeds resulting from the operation of this Section 15.6 12.6 shall be applied net of sale costs, commissions and property maintenance costs. To determine whether an offer is for the Fair Market Value of the Items of Equipment, Lessor may condition its obligation to sell on its receipt of an appraisal in accordance with Section 15.4(b)(vi12.4(a)(vii). Any determination as to the bona fide nature of an offer or creditworthiness of the offeror shall be made in the reasonable judgment of Lessor and Agent.. LSI Logic Trust No. 2001-A Lease Intended as Security (f) If With respect to Items of Equipment subject to a Lease Supplement, if a sale of such Items of Equipment occurs during the Extended Remarketing Period (i) the Lessor shall be entitled to the Sale Proceeds for such Items of Equipment in an amount not to exceed the outstanding Lease Balance relating to such Lease Supplement and all other amounts due and owing under the Operative Documents with respect thereto (including any Interest and Yield) and any such excess shall be for the benefit of Lessee and (ii) Lessee shall comply with the provisions of this Article XV XII including, but not limited to, Section 15.412.4.

Failure to Sell Items of Equipment. If Lessee shall exercise the Sale Option and shall fail to sell the Items of Equipment on the Lease Expiration Date in accordance with Section 15.1(b) and subject to the provisions of Section 15.4 (other than as a result of Lessee’s 's failure to comply with the provisions of Section 15.1(b) or 15.4, in which case, the last sentence of Section 15.2 shall be operative), then Lessee and Lessor hereby agree as follows: (a) Lessee shall continue to use reasonable commercial efforts as non-exclusive agent for Lessor to sell the Items of Equipment on behalf of Lessor in accordance with this Section 15.6 for the period (the “"Extended Remarketing Period”") commencing on the Lease Expiration Date and ending on the earlier of (i) the sale of the Items of Equipment in accordance with the provisions of this Section 15.6 or such earlier date as Lessor has received payment in full of the Lease Balance and all accrued and unpaid Rent and (ii) the delivery of a written notice from Lessor to Lessee at any time terminating the Extended Remarketing Period, which notice shall indicate that such termination is being made pursuant to this Section 15.6(a)(ii) and the date such termination shall be effective, which date shall be the Lease Expiration Date if such notice is given prior to the Lease Expiration Date. Without limiting the foregoing, each of the conditions contained in this Article XV shall be applicable to the Extended Remarketing Period and any sale during such period. Lessor’s 's appointment of Lessee as Lessor’s 's nonexclusive agent to use its reasonable commercial efforts to obtain the highest all-cash price for the purchase of the Items of Equipment shall not restrict Lessor’s 's or Agent’s 's right to market or lease the Items of Equipment, to retain one or more sales agents or brokers at Lessee’s 's sole cost and expense. (b) On the Lease Expiration Date, Lessee shall (i) pay to Lessor the Sale Recourse Amount and all other Rent due and owing hereunder and (ii) at Lessor’s 's request either (A) return possession of the Items of Equipment to Lessor in accordance with Section 15.4(b) and in the condition required by this Lease or (B) de-install, package and crate the Equipment in accordance with Section 15.4(b) of the Lease and insure and store the Equipment in accordance with all manufacturer’s 's recommendations and this Lease for LSI Logic Corporation Lease A the Extended Remarketing Period; provided that such insurance and storage shall be at Lessee’s 's expense for only the first 180 days of the Extended Remarketing Period. Thereafter, this Lease shall terminate except as provided herein and Lessee shall have no further obligation to pay Rent. Following the Lease Expiration Date, Lessor shall be free to sell or lease the Items of Equipment to any party at such reasonable times and for such amounts as Lessor deems commercially reasonable and appropriate in order to maximize Lessor’s 's opportunity to recover the Lease Balance. Following the Lease Expiration Date, Lessor shall have the right to enter into leases for the Items of Equipment at fair market rentals and otherwise on commercially reasonable terms, and the net operating cash flow therefrom shall be payable to Agent in reduction of the Lease Balance and Supplemental Rent due and owing under the Operative Documents. (c) Lessor reserves all rights under this Lease and the other Operative Documents arising out of Lessee’s 's breach of any provisions of this Lease (including this Article XV), occurring prior to or on the Lease Expiration Date, including the right to sxx xxx Lessee for damages. (d) To the greatest extent permitted by law and subject to Section 15.6(e) below, Lessee hereby unconditionally and irrevocably waives, and releases Lessor and Agent from, any right to require Lessor or Agent during or following the Extended Remarketing Period to sell the Items of Equipment in a timely manner or for any minimum purchase price or on any particular terms and conditions, Lessee hereby agreeing that if Lessee shall elect the Sale Option, its ability to sell the Items of Equipment on or prior to the Lease Expiration Date and to cause any Person to submit a bid to Lessor pursuant to Section 15.4 shall constitute full and complete protection of Lessee’s 's interest hereunder. (e) In addition, if Lessor has not sold the Items of Equipment within two (2) years after its termination of the Extended Remarketing Period, Agent shall appoint a qualified independent sales agent to sell the Items of Equipment pursuant to the first bona fide offer received by a creditworthy offeror for an all-cash purchase price at the then Fair Market Value of the Items of Equipment to the extent the conditions therefor are satisfied. Any proceeds resulting from the operation of this Section 15.6 shall be applied net of sale costs, commissions and property maintenance costs. To determine whether an offer is for the Fair Market Value of the Items of Equipment, Lessor may condition its obligation to sell on its receipt of an appraisal in accordance with Section 15.4(b)(vi). Any determination as to the bona fide nature of an offer or creditworthiness of the offeror shall be made in the reasonable judgment of Agent. (f) If a sale of Items of Equipment occurs during the Extended Remarketing Period (i) the Lessor shall be entitled to the Sale Proceeds for such Items of Equipment in an amount not to exceed the outstanding Lease Balance and all other amounts due and owing under the Operative Documents and any such excess shall be for the benefit of Lessee and (ii) Lessee shall comply with the provisions of this Article XV including, but not limited to, Section 15.4.