Lessee Obligations. (i) To the extent that the transaction evidenced by the Lease Agreement, Purchase Agreement and other Operative Documents is treated as a loan by the Participants (through Lessor) to Lessee secured by the Property, with Lessee as owner of the Property pursuant to Paragraph 2.10, the Lessee Obligations shall be secured by the Real Property Collateral and the Personal Property Collateral (collectively, the "Property Collateral") as provided in Subparagraphs 2.07(a) and 2.07(b) of the Lease Agreement and in an Assignment of Construction Agreements in the form of Exhibit H, duly executed by Lessee (the "Assignment of Construction Agreements"). (ii) In addition to the Property Collateral, the Lessee Obligations shall be secured by a Cash Collateral Agreement in the form of Exhibit I, duly executed by Lessee (the "Cash Collateral Agreement") and Cash Collateral delivered to Agent or Participants pursuant to the Cash Collateral Agreement as provided below: (A) To the extent such Cash Collateral is not then held by Agent or Participants pursuant to the Cash Collateral Agreement, Lessee shall deliver to Agent or Participants pursuant to the Cash Collateral Agreement: (1) Cash Collateral in an amount not less than 100% of the total Tranche A Proportionate Share of the Outstanding Lease Amount at any time Lessee elects, pursuant to Subparagraph 3.02(l) of the Purchase Agreement, to exercise the Marketing Option after Lessor notifies Lessee that Lessor is terminating the Lease Agreement on a Termination Date that is prior to the Scheduled Expiration Date and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default; and (2) Cash Collateral in an amount not less than 100% of the total Outstanding Lease Amount on or prior to August 31, 2002.
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Lessee Obligations. (i) To the extent that the transaction evidenced by the Lease Agreement, Purchase Agreement and other Operative Documents for either Facility is treated as a loan by the Participants (through Lessor) to Lessee secured by the PropertyProperty for such Facility, with Lessee as owner of the such Property pursuant to Paragraph 2.10, the Lessee Obligations under such Facility shall be secured by such Property and the other Real Property Collateral and for such Facility and, in the case of Facility 2, Personal Property Collateral for such Facility (collectively, the "Property Collateral") as provided in Subparagraphs 2.07(a) and 2.07(b) of the applicable Lease Agreement and and, in the case of Facility 2, in an Assignment of Construction 19 Agreements in the form of Exhibit H, duly executed by Lessee (the "Assignment of Construction Agreements").
(ii) In addition to the Property Collateral, the Lessee Obligations shall may be secured secured, at Lessee's election, by a Cash Collateral Agreement in the form of Exhibit I, duly executed by Lessee (the "Cash Collateral Agreement") ), and Cash Collateral delivered to Agent or Participants pursuant to the Cash Collateral Agreement as provided below: (A) To the extent such Agreement. If Lessee elects to deliver any Cash Collateral is not then held by Agent or Participants pursuant to the Cash Collateral AgreementAgreement to decrease the Applicable Margin for the LIBOR Rental Rate, Lessee shall deliver to Agent or Participants Agent, five (5) Business Days' prior to the delivery of such Cash Collateral, notice of such election and an opinion of its counsel in form and substance reasonably satisfactory to Lessor regarding the Cash Collateral Agreement and such Cash Collateral and shall deliver such Cash Collateral only on a Scheduled Rent Payment Date. Lessee may withdraw any Cash Collateral held pursuant to the Cash Collateral Agreement only as provided in the Cash Collateral Agreement:.
(1iii) Lessee shall deliver to Lessor and Agent such additional mortgages, deeds of trust, security agreements, pledge agreements, lessor consents and estoppels (containing appropriate mortgagee and lender protection language) and other instruments, agreements, certificates, opinions and documents (including Uniform Commercial Code financing statements and fixture filings and landlord waivers) as Lessor or Agent may reasonably request to (A) grant, perfect, maintain, protect and evidence security interests in favor of Lessor or Agent in the Property Collateral and Cash Collateral in an amount not less than 100% of the total Tranche A Proportionate Share of the Outstanding Lease Amount at any time Lessee elects, pursuant to Subparagraph 3.02(l) of the Purchase Agreement, to exercise the Marketing Option after Lessor notifies Lessee that Lessor is terminating the Lease Agreement on a Termination Date that is prior to the Scheduled Expiration Date and Liens or other interests of any Person, except in the only basis case of the Property Collateral for such early termination is the occurrence of a Non-Marketing Option Event of DefaultPermitted Property Liens; and (2B) otherwise establish, maintain, protect and evidence the rights provided to Lessor and Agent in the Property Collateral and Cash Collateral in an amount not less than 100% Collateral. Lessee shall fully cooperate with Lessor and Agent and perform all additional acts reasonably requested by Lessor or Agent to effect the purposes of the total Outstanding Lease Amount on or prior to August 31, 2002this Subparagraph 2.11(a).
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Lessee Obligations. (i) To the extent that the transaction evidenced by the Lease Agreement, Purchase Agreement and other Operative Documents is treated as a loan by the Participants (through Lessor) to Lessee secured by the Property, with Lessee as owner of the Property pursuant to Paragraph 2.10, the Lessee Obligations shall be secured by the Real Property Collateral and the Personal Property Collateral (collectively, the "Property Collateral") as provided in Subparagraphs 2.07(a) and 2.07(b) of the Lease Agreement and in an Assignment of Construction Agreements in the form of Exhibit H, duly executed by Lessee (the "Assignment of Construction Agreements"), and the other Lessee Security Documents.
(ii) In addition to the Property Collateral, the Lessee Obligations shall be secured secured, as provided in the Purchase Agreement, by a Cash Collateral Agreement in the a form of Exhibit Iacceptable to Lessor and Agent, duly executed by Lessee (the "Cash Collateral Agreement") ), and Cash Collateral delivered to Agent or Participants pursuant to the Cash Collateral Agreement as provided below: (A) To the extent such Cash Collateral is not then held by Agent or Participants pursuant to the Cash Collateral Agreement, if Lessee shall deliver to Agent or Participants pursuant to the Cash Collateral Agreement:
(1) Cash Collateral in an amount not less than 100% of the total Tranche A Proportionate Share of the Outstanding Lease Amount at any time Lessee elects, pursuant to Subparagraph 3.02(l) of the Purchase Agreement, elects to exercise the Marketing Option after Lessor notifies Lessee that Lessor is terminating the Lease Agreement on a Termination Date that is prior to the Scheduled Expiration Date and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default; .
(iii) Lessee shall deliver to Lessor and Agent such additional mortgages, deeds of trust, security agreements, pledge agreements, lessor consents and estoppels (2containing appropriate mortgagee and lender protection language) Cash Collateral and other instruments, agreements, certificates, opinions and documents (including Uniform Commercial Code financing statements and fixture filings and landlord waivers) as Lessor or Agent may reasonably request to (A) grant, perfect, maintain, protect and evidence security interests in an amount not less than 100% of the total Outstanding Lease Amount on or prior to August 31, 2002.favor of
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Lessee Obligations. (i) To the extent that the transaction evidenced by the Lease Agreement, Purchase Agreement and other Operative Documents for each Facility is treated as a loan by the Participants (through Lessor) to Lessee secured by the PropertyProperty for such Facility, with Lessee as owner of the such Property pursuant to Paragraph 2.10, the Lessee Obligations under such Facility shall be secured by such Property and the other Real Property Collateral and the Personal Property Collateral for such Facility (collectively, the "Property Collateral") as provided in Subparagraphs 2.07(a) and 2.07(b) of the Lease Agreement and in an Assignment of Construction Agreements in the form of Exhibit H, duly executed by Lessee (the "Assignment of Construction Agreements").in
(ii) In addition to the Property Collateral, the Lessee Obligations shall be secured by a Cash Collateral Agreement in the form of Exhibit I, H duly executed by Lessee (the "Cash Collateral Agreement") and Cash Collateral delivered to Agent or Participants pursuant to the Cash Collateral Agreement as provided below: :
(A) To Commencing on the extent such Cash Collateral is not then held Closing Date and until the Expiration Date of the Facility 1 Lease Agreement and Facility 2 Lease Agreement and the satisfaction in full by Lessee of all Lessee Obligations under Facility 1 and Facility 2, Lessee shall, as security for the Outstanding Tranche B Participation Amounts and Outstanding Tranche C Participation Amounts under Facility 1 and Facility 2, maintain with Agent or Participants a third-party custodian acceptable to Lessor and Agent, pursuant to the Cash Collateral Agreement, Cash Collateral that has an aggregate market value not less at any time than 100% of the sum of the Outstanding Tranche B Participation Amounts and Outstanding Tranche C Participation Amounts under Facility 1 and Facility 2 at such time.
(B) Commencing on the Closing Date and until the purchase by Novellus Participant of ABN AMRO's Outstanding Tranche A Participation Amount under Facility 3 pursuant to Subparagraph 2.02(d), Lessee shall deliver shall, as security for the Lessee Obligations under Facility 3, maintain with a third-party custodian acceptable to Lessor and Agent (which is not an Affiliate of Lessee, Lessor or Participants any of the Participants), pursuant to the Cash Collateral Agreement:
(1) , Cash Collateral in the form of United States Treasury Securities that have an amount aggregate market value not less at any time than 111% of the Outstanding Lease Amount under Facility 3 at such time.
(C) After the purchase by Novellus Participant of ABN AMRO's Outstanding Tranche A Participation Amount pursuant to Subparagraph 2.02(d) and until the Expiration Date of the Facility 3 Lease Agreement and the satisfaction in full by Lessee of all Lessee Obligations under Facility 3, Lessee shall, as security for the Outstanding Tranche B Participation Amounts and Outstanding Tranche C Participation Amounts under Facility 3, maintain with Agent or a third-party custodian acceptable to Lessor and Agent, pursuant to the Cash Collateral Agreement, Cash Collateral that has an aggregate market value not less at any time than 100% of the total Tranche A Proportionate Share sum of the Outstanding Lease Amount Tranche B Participation Amounts and Outstanding Tranche C Participation Amounts under Facility 3 at any time Lessee elects, pursuant to Subparagraph 3.02(l) of the Purchase Agreement, to exercise the Marketing Option after Lessor notifies Lessee that Lessor is terminating the Lease Agreement on a Termination Date that is such time. On or prior to the Scheduled Expiration Date Closing Date, Lessee shall deliver to Lessor a written opinion of its counsel, in form and substance reasonably satisfactory to Lessor and Agent but subject to customary qualifications and assumptions, to the effect that the Cash Collateral Agreement is a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms, and that Lessor has a perfected security interest in the Cash Collateral.
(iii) Lessee shall deliver to Lessor and Agent such additional mortgages, deeds of trust, security agreements, pledge agreements, control agreements, lessor consents and estoppels (containing appropriate mortgagee and lender protection language) and other instruments, agreements, certificates, opinions and documents (including Uniform Commercial Code financing statements and fixture filings and landlord waivers) as Lessor or Agent may reasonably request to (A) grant, perfect, maintain, protect and evidence security interests in favor of Lessor or Agent in the Property Collateral and the only basis Cash Collateral prior to the Liens or other interests of any Person, except in the case of the Property Collateral for such early termination is the occurrence of a Non-Marketing Option Event of DefaultPermitted Property Liens; and (2B) otherwise establish, maintain, protect and evidence the rights provided to Lessor and Agent in the Property Collateral and the Cash Collateral in an amount not less than 100% Collateral. Lessee shall fully cooperate with Lessor and Agent and perform all additional acts reasonably requested by Lessor or Agent to effect the purposes of the total Outstanding Lease Amount on or prior to August 31, 2002this Subparagraph 2.11(a).
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Lessee Obligations. (i) To the extent that the transaction evidenced by the Lease Agreement, Purchase Agreement and other Operative Documents for either Facility is treated as a loan by the Participants (through Lessor) to Lessee secured by the PropertyProperty for such Facility, with Lessee as owner of the such Property pursuant to Paragraph 2.10, the Lessee Obligations under such Facility shall be secured by such Property and the other Real Property Collateral and for such Facility and, in the case of Facility 2, Personal Property Collateral for such Facility (collectively, the 14 20 "Property Collateral") as provided in Subparagraphs 2.07(a) and 2.07(b) of the applicable Lease Agreement and and, in the case of Facility 2, in an Assignment of Construction Agreements in the form of Exhibit H, duly executed by Lessee (the "Assignment of Construction Agreements").
(ii) In addition to the Property CollateralCollateral for each Facility, the Lessee Obligations shall under each Facility may be secured secured, at Lessee's election, by a Cash Collateral Agreement in the form of Exhibit I, duly executed by Lessee (the "Cash Collateral Agreement") , and Cash Collateral delivered to Agent or Participants pursuant to the Cash Collateral Agreement as provided below: (A) To the extent such Agreement. If Lessee elects to deliver any Cash Collateral is not then held by Agent or Participants pursuant to the Cash Collateral Agreement to decrease the Applicable Margin for the LIBOR Rental Rate under a Lease Agreement, Lessee shall deliver to Agent or Participants Agent, five (5) Business Days' prior to the delivery of such Cash Collateral, notice of such election and an opinion of its counsel in form and substance reasonably satisfactory to Lessor regarding the Cash Collateral Agreement and such Cash Collateral and shall deliver such Cash Collateral only on a Scheduled Rent Payment Date under the applicable Lease Agreement. Lessee may withdraw any Cash Collateral held pursuant to the Cash Collateral Agreement only as provided in the Cash Collateral Agreement:.
(1iii) Lessee shall deliver to Lessor and Agent such additional mortgages, deeds of trust, security agreements, pledge agreements, lessor consents and estoppels (containing appropriate mortgagee and lender protection language) and other instruments, agreements, certificates, opinions and documents (including Uniform Commercial Code financing statements and fixture filings and landlord waivers) as Lessor or Agent may reasonably request to (A) grant, perfect, maintain, protect and evidence security interests in favor of Lessor or Agent in the Property Collateral and Cash Collateral in an amount not less than 100% of the total Tranche A Proportionate Share of the Outstanding Lease Amount at any time Lessee elects, pursuant to Subparagraph 3.02(l) of the Purchase Agreement, to exercise the Marketing Option after Lessor notifies Lessee that Lessor is terminating the Lease Agreement on a Termination Date that is prior to the Scheduled Expiration Date and Liens or other interests of any Person, except in the only basis case of the Property Collateral for such early termination is the occurrence of a Non-Marketing Option Event of DefaultPermitted Property Liens; and (2B) otherwise establish, maintain, protect and evidence the rights provided to Lessor and Agent in the Property Collateral and Cash Collateral in an amount not less than 100% Collateral. Lessee shall fully cooperate with Lessor and Agent and perform all additional acts reasonably requested by Lessor or Agent to effect the purposes of the total Outstanding Lease Amount on or prior to August 31, 2002this Subparagraph 2.11(a).
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Lessee Obligations. (i) To the extent that the transaction evidenced by the Lease Agreement, Purchase Agreement and other Operative Documents is treated as a loan by the Participants (through Lessor) to Lessee secured by the Property, with Lessee as owner of the Property pursuant to Paragraph 2.10, the Lessee Obligations shall be secured by the Real Property Collateral and the Personal Property Collateral (collectively, the "Property Collateral") as provided in Subparagraphs 2.07(a) and 2.07(b) of the Lease Agreement and in an Assignment of Construction Remediation Agreements in the form of Exhibit HM, duly executed by Lessee (the "Assignment of Construction Remediation Agreements").
(ii) In addition to the Property Collateral, the Lessee Obligations shall be secured by a Cash Collateral Agreement in the form of Exhibit IF, duly executed by Lessee (the "Cash Collateral Agreement") and Cash Collateral delivered to Agent or Participants pursuant to the Cash Collateral Agreement as provided below: (A) To the extent such Cash Collateral is not then held by Agent or Participants Agreement. Lessee shall deliver to Depository Banks pursuant to the Cash Collateral Agreement, Lessee shall deliver to Agent or Participants pursuant to the Cash Collateral Agreement:
(1) Agreement Cash Collateral in an amount not less than 100105% of the total Tranche A Proportionate Share Shares of the Outstanding Lease Amount Amounts at any time Lessee elects, pursuant to Subparagraph 3.02(l3.01(a) of the Purchase Agreement, to exercise the Marketing Return Option after Lessor notifies Lessee that Lessor is terminating the Lease Agreement pursuant to Subparagraph 5.03(a) of the Lease Agreement or declaring all Lessee Obligations due pursuant to Subparagraph 5.04(a) of the Lease Agreement on a Termination Date that is prior to the Scheduled Expiration Date and Date. At the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default; and (2) time Lessee delivers any Cash Collateral to Agent or Participants pursuant to this clause (ii), Lessee also shall deliver to Lessor a favorable written opinion of its counsel, in an amount form and substance reasonably satisfactory to Lessor and Agent but subject to customary qualifications and assumptions, to the effect that the Cash Collateral Agreement is a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms, and that Lessor has a perfected security interest in the Cash Collateral. Lessee may not less than 100% of the total Outstanding Lease Amount on or prior to August 31, 2002.withdraw any Cash Collateral
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Lessee Obligations. (i) To the extent that the transaction evidenced by the Lease Agreement, Purchase Agreement and other Operative Documents for either Facility is treated as a loan by the Participants (through Lessor) to Lessee secured by the PropertyProperty for such Facility, with Lessee as owner of the such Property pursuant to Paragraph 2.10, the Lessee Obligations under such Facility shall be secured by such Property and the other Real Property Collateral and for such Facility and, in the case of Facility 2, Personal Property Collateral for such Facility (collectively, the "Property Collateral") as provided in Subparagraphs 2.07(a) and 2.07(b) of the applicable Lease Agreement and and, in the case of Facility 2, in an Assignment of Construction Agreements in the form of Exhibit HG, duly executed by Lessee (the "Assignment of Construction Agreements").
(ii) In addition to the Property CollateralIf, the Lessee Obligations shall be secured by a Cash Collateral Agreement in the form of Exhibit I, duly executed by Lessee (the "Cash Collateral Agreement") and Cash Collateral delivered to Agent or Participants pursuant to the Cash Collateral Agreement as provided below: (A) To the extent such Cash Collateral is not then held by Agent or Participants pursuant to the Cash Collateral Agreement, Lessee shall deliver to Agent or Participants pursuant to the Cash Collateral Agreement:
(1) Cash Collateral in an amount not less than 100% of the total Tranche A Proportionate Share of the Outstanding Lease Amount at any time time, Lessee elects, pursuant to Subparagraph 3.02(l) of the Purchase AgreementAgreement for either Facility, to exercise the Marketing Option after Lessor notifies Lessee that Lessor is terminating the Lease Agreement for such Facility on a Termination Date that is prior to the Scheduled Expiration Date and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default; and , Lessee shall deliver to Agent (2A) Cash Collateral in an amount not less than 100105% of the total Tranche A Proportionate Share of the Outstanding Lease Amount on under such Facility at such time, (B) a security agreement in form and substance reasonably satisfactory to Lessor and Agent (a "Cash Collateral Agreement") that grants to Agent a security interest in such Cash Collateral to secure the Lessee Obligations under such Facility and (C) a written opinion of its counsel, in form and substance reasonably satisfactory to Lessor and Agent but subject to customary qualifications and assumptions, to the effect that the Cash Collateral Agreement is a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms, and that Lessor has a perfected security interest in the Cash Collateral. Lessee may not withdraw any Cash Collateral required to be delivered pursuant to this clause (ii) until the Expiration Date of the applicable Lease Agreement and the satisfaction in full of all Lessee Obligations thereunder. After the Expiration Date of the applicable Lease Agreement and the satisfaction in full of all Lessee Obligations thereunder, Lessor shall return to Lessee any Cash Collateral then held by Lessor.
(iii) Lessee shall deliver to Lessor and Agent such additional mortgages, deeds of trust, security agreements, pledge agreements, lessor consents and estoppels (containing appropriate mortgagee and lender protection language) and other instruments, agreements, certificates, opinions and documents (including Uniform Commercial Code financing statements and fixture filings and landlord waivers) as Lessor or Agent may reasonably request to (A) grant, perfect, maintain, protect and evidence security interests in favor of Lessor or Agent in the Property Collateral and the Cash Collateral prior to August 31, 2002.the Liens or other interests of
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Lessee Obligations. (i) To the extent that the transaction evidenced by the Lease Agreement, Purchase Agreement and other Operative Documents is treated as a loan by the Participants (through Lessor) to Lessee secured by the Property, with Lessee as owner of the Property pursuant to Paragraph 2.10, the Lessee Obligations shall be secured by the Real Property Collateral and the Personal Property Collateral (collectively, the "Property Collateral") as provided in Subparagraphs 2.07(a) and 2.07(b) of the Lease Agreement and in an Assignment of Construction Agreements in the form of Exhibit H, duly executed by Lessee (the "Assignment of Construction Agreements").
(ii) In addition to the Property Collateral, the Lessee Obligations shall may be secured secured, at Lessee's election, by a Cash Collateral Agreement in the form of Exhibit I, duly executed by Lessee (the "Cash Collateral Agreement") ), and Cash Collateral delivered to Agent or Participants pursuant to the Cash Collateral Agreement as provided below: (A) To the extent such Agreement. If Lessee elects to deliver any Cash Collateral is not then held by Agent or Participants pursuant to the Cash Collateral AgreementAgreement to decrease the Applicable Margin for the LIBOR Rental Rate or the Fixed Rental Rate, Lessee shall deliver to Agent or Participants pursuant Agent, five (5) Business Days' prior to the delivery of such Cash Collateral, notice of such election and an opinion of its counsel in form and substance reasonably satisfactory to Lessor regarding the Cash Collateral Agreement:
(1) Agreement and such Cash Collateral and shall deliver such Cash Collateral only on a Scheduled Rent Payment Date. Lessee shall have the option to pledge and withdraw Cash Collateral on any Scheduled Rent Payment Date; provided, however, that in an amount not order to withdraw Cash Collateral Lessee shall certify that no Default or Event of Default has occurred and is continuing and that all other conditions of the Cash Collateral Agreement have been complied with. Cash Collateral shall consist of eurodollar deposits or U.S. treasury securities with a maturity of less than 100% two (2) years. In the event that U.S. treasury securities are pledged, Lessee shall be entitled to a credit for purposes of determining any decrease in the total Tranche A Proportionate Share Applicable Margin, in the amount of the Outstanding Lease Amount at any time Lessee elects, pursuant to Subparagraph 3.02(lninety five percent (95%) of the Purchase Agreement, to exercise market value of the Marketing Option after Lessor notifies U.S. treasury securities pledged on the day such pledge is made. Lessee that Lessor is terminating shall bear all breakage or other related costs associated with the Lease Agreement on a Termination Date that is prior to the Scheduled Expiration Date and the only basis for such early termination is the occurrence of a Non-Marketing Option Event of Default; and (2) Cash Collateral in an amount not less than 100% of the total Outstanding Lease Amount on or prior to August 31, 2002any withdrawal thereof.
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