Common use of LESSEE'S OPTIONS Clause in Contracts

LESSEE'S OPTIONS. Not later than 360 days nor earlier than 390 days in the case of the Sale Option or not later than 120 days nor earlier than 150 days in the case of the Purchase Option prior to the last day of the Lease Term, Lessee shall, by delivery of written notice to Agent and the Lessor, exercise one of the following options: (a) Subject to Section 15.2, including, without limitation, the first sentence thereof, purchase for cash for the Purchase Amount all, but not less than all, of the Items of Equipment then subject to this Lease on the last day of the Lease Term (the “Purchase Option”); and if Lessee shall have elected to purchase the Items of Equipment, Lessor shall, upon the payment to Agent of the Purchase Amount then due and payable by Lessee under the Operative Documents, transfer all of Lessor’s right, title and interest in and to the Items of Equipment “as-is” without recourse or warranty (except as to the absence of Lessor Liens); or (b) Subject to Section 15.2, including, without limitation, the first sentence thereof, sell as non-exclusive agent, on behalf of Lessor, for cash to a purchaser or purchasers all, but not less than all, of the Items of Equipment then subject to this Lease on the last day of the Lease Term (the “Sale Option”). Lessee’s right to sell the Items of Equipment pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in this Article XV. Simultaneously with a sale on or prior to the last day of the Lease Term pursuant to the Sale Option, Lessee shall pay or cause to be paid to Agent, (i) the Sale Recourse Amount, (ii) the gross proceeds of the sale of the Equipment, without deductions or expense reimbursements (the “Sale Proceeds”), and (iii) all accrued and unpaid Rent and all other amounts due under the Operative Documents and, if such sale occurs prior to the last day of the Lease Term, all Capital Rent not previously paid by Lessee and which would have become due under the Operative Documents on or before the last day of the Lease Term. If the amounts received by the Agent pursuant to the immediately preceding sentence exceed the aggregate outstanding Lease Balance and all other amounts due and owing by Lessee under the Operative Documents, Agent will pay to Lessee such excess amount. The amount payable pursuant to this Section 15.1(b) shall in no event be construed to limit any other obligation of Lessee under the Operative Documents, including, without limitation, pursuant to Article XI. All amounts paid to Agent pursuant to this Section 15.1(b) shall be distributed in accordance with Article XXI hereof.

LESSEE'S OPTIONS. Not later than 360 270 days nor earlier than 390 days in the case of the Sale Option or not later than 120 days nor earlier than 150 days in the case of the Purchase Option prior to the last day of the Lease Initial Term, or of any Renewal Term then in effect hereunder (other than the fifth Renewal Term in the case of paragraph (a) below), Lessee shall, shall by delivery of written notice to the Agent and the LessorLessors, exercise either the Renewal Option, on the one hand, or the Lessee Purchase Option or the Sale Option, or a combination of both, on the following optionsother hand, all in accordance with the terms set forth below: (a) Subject Renew this Lease as to Section 15.2, including, without limitation, all of the first sentence thereof, purchase Equipment for an additional one year Renewal Term (the "Renewal Option") on the terms and conditions set forth herein and in each Lease Supplement; (b) Purchase for cash for the Purchase Amount all, but not less than all, of the Items of Equipment all or one or more Functional Units then subject to this Lease on the last day of the Lease Initial Term or Renewal Term with respect to which such option is exercised (the “"Lessee Purchase Option”"); and if . If Lessee elects to exercise the Lessee Purchase Option with respect to all of the Functional Units then subject to this Lease, Lessee shall have elected pay to purchase Agent, for the Items of Equipment, Lessor shall, upon the payment to Agent benefit of the Lessors, the Purchase Amount Option Exercise Amount, the Aggregate Make-Whole Premium (provided such premium shall not be due if such option is exercised at the end of the fifth Renewal Term) and any other amounts then due and payable by Lessee under the Lease or any other Operative Documents, transfer Agreement. If Lessee elects to exercise the Lessee Purchase Option with respect to Functional Units comprising less than all of Lessor’s rightthe Functional Units then subject to this Lease, title (A) Lessee shall pay to Agent, for the benefit of the Lessors, together with all Rent then due and interest in and payable the sum of the following amounts: (i) the applicable Make-Whole Premium with respect to each Functional Unit subject to the Items Lessee Purchase Option (provided such premium shall not be due if such option is exercised at the end of Equipment “as-is” without recourse or warranty the fifth Renewal Term), and (except as ii) with respect to each Functional Unit subject to the absence Lessee Purchase Option, the greater of Lessor Liens(x) the Functional Unit Balance of such Functional Unit to be purchased or (y) the Appraised Value of such Functional Unit at the date of purchase, provided that in no event shall Lessee be required to pay to Agent an amount greater than the Lease Balance (after application of Proceeds pursuant to subsection (c) below) plus the applicable Make-Whole Premiums if due as provided for above and any other amounts then due and payable by Lessee under the Lease and (B) Lessee shall be deemed to have elected the Sale Option (defined below) with respect to all of the remaining Functional Units, providing, however that if after the Lessee's election of the Lessee Purchase Option the total Purchase Price of the remaining Functional Units represents less than 20% of the total Purchase Price of all Functional Units subject to the Lease immediately prior to the purchases contemplated by Sections 11.1(b) and 11.1(c); or, Lessee shall be treated as having made the Lessee Purchase Option with respect to all of the Functional Units; (b1) Subject to Section 15.2, including, without limitation, the first sentence thereof, sell as non-exclusive agent, Sell on behalf of LessorLessors on the Termination Date for cash, for cash to a purchaser or purchasers allnot in any way affiliated with Lessee, but the Functional Units not purchased by Lessee pursuant to the Lessee Purchase Option (the "Sale Option"); provided, however, that Lessee may exercise the Sale Option only with respect to Functional Units whose aggregate Purchase Price represents at least 20% of the total Purchase Price of all Functional Units then subject to the Lease. If Lessee elects the Sale Option with respect to Functional Units comprising less than all, all of the Items of Equipment Functional Units then subject to this Lease on Lease, Lessee shall be deemed to have elected the last day Lessee Purchase Option with respect to all of the Lease Term remaining Functional Units. (the “Sale Option”). Lessee’s right to sell the Items of Equipment pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in this Article XV. 2) Simultaneously with a sale on or prior to the last day of the Lease Term dispositions pursuant to the Sale Option, Lessee shall pay or cause to be paid to Agent, (i) for the Sale Recourse Amountbenefit of the Lessors, (ii) from the gross proceeds of the sale of the Equipmentsuch sales, without deductions or expense reimbursements (the “Sale "Proceeds”"), the Lease Balance as of the Termination Date (as determined after any payment of Rent due on such date) plus the applicable Make-Whole Premiums (except that no Make-Whole Premiums shall be payable by Lessee on Functional Units sold pursuant to an exercise of the Sale Option with respect to the second, fourth or fifth Renewal Term) and any other amounts then due and payable under any of the Operative Agreements. If the Proceeds exceed the sum of the Lease Balance as of the Termination Date, plus applicable Make-Whole Premiums as of such date and any other payments then due and payable under any of the Operative Agreements, Lessee will retain the portion of the Proceeds in excess thereof. If the Proceeds are less than the sum of the Lease Balance as of the Termination Date plus applicable Make-Whole Premiums as of such date and any other payments then due and payable under any of the Operative Agreements, Lessee will pay or will cause to be paid to Agent, for the benefit of the Lessors, on the Termination Date (i) the Proceeds and (iiiii) from its own funds, the sum of any payments then due and payable under any of the Operative Agreements, including any installments of Rent then due and payable, applicable Make-Whole Premiums (except that no Make-Whole Premiums shall be payable by Lessee on Functional Units sold pursuant to an exercise of the Sale Option with respect to the second, fourth or fifth Renewal Term) plus, at the option of the Required Lessors, either (x) the Applicable Percentage Amount or (y) the Recourse Deficiency Amount (the amount determined pursuant to this clause (ii) shall be referred to as the "Sale Recourse Amount"); provided that in no event shall the Sale Recourse Amount exceed the Lease Balance and the applicable Make-Whole Premiums, if required above, after taking into account all accrued and unpaid payments of Rent and all other amounts due under Proceeds. Agent, upon instruction of the Operative Documents andRequired Lessors, if such sale occurs shall exercise the option in the preceding sentence by written notification to Lessee not later than ten Business Days prior to the last day of the Lease Term, all Capital Rent not previously paid by Lessee and which would have become due under the Operative Documents on or before the last day of the Lease Term. If the amounts received by the Agent pursuant to the immediately preceding sentence exceed the aggregate outstanding Lease Balance and all other amounts due and owing by Lessee under the Operative Documents, Agent will pay to Lessee such excess amount. The amount payable pursuant obligation of Lessee to this Section 15.1(b) pay the Sale Recourse Amount shall be a recourse obligation of Lessee (and shall be in no event be construed addition to limit any other recourse obligation of Lessee under any other provision of the Operative Documents, including, without limitation, pursuant to Article XIAgreements) and shall be payable on the date provided for in the preceding sentence. All amounts The Sale Recourse Amount and all Proceeds paid to Agent pursuant to this Section 15.1(b) for the direct benefit of the Lessors shall be distributed in accordance with Article XXI hereofXXVIII.

LESSEE'S OPTIONS. Not later than 360 days nor earlier than 390 days in the case of the Sale Option or not later than 120 days nor earlier than 150 days in the case of the Purchase Option prior to the last day of the Lease Term, Lessee shall, by delivery of written notice to Agent and the Lessor, exercise one of the following options: (a) Subject to Section 15.2, including, without limitation, the first sentence thereof, purchase for cash for the Purchase Amount all, but not less than all, of the Items of Equipment then subject to this Lease on the last day of the Lease Term (the “"Purchase LSI Logic Corporation Lease A Option”"); and if Lessee shall have elected to purchase the Items of Equipment, Lessor shall, upon the payment to Agent of the Purchase Amount then due and payable by Lessee under the Operative Documents, transfer all of Lessor’s 's right, title and interest in and to the Items of Equipment “"as-is” " without recourse or warranty (except as to the absence of Lessor Liens); or (b) Subject to Section 15.2, including, without limitation, the first sentence thereof, sell as non-exclusive agentsell, on behalf of Lessor, for cash to a purchaser or purchasers all, but not less than all, of the Items of Equipment then subject to this Lease on the last day of the Lease Term (the “"Sale Option”"). Lessee’s 's right to sell the Items of Equipment pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in this Article XV. Simultaneously with a sale on or prior to the last day of the Lease Term pursuant to the Sale Option, Lessee shall pay or cause to be paid to Agent, (i) the Sale Recourse Amount, (ii) the gross proceeds of the sale of the Equipment, without deductions or expense reimbursements (the “"Sale Proceeds”"), and (iii) all accrued and unpaid Rent and all other amounts due under the Operative Documents and, if such sale occurs prior to the last day of the Lease Term, all Capital Rent not previously paid by Lessee and which would have become due under the Operative Documents on or before the last day of the Lease Term. If the amounts received by the Agent pursuant to the immediately preceding sentence exceed the aggregate outstanding Lease Balance and all other amounts due and owing by Lessee under the Operative Documents, Agent will pay to Lessee such excess amount. The amount payable pursuant to this Section 15.1(b) shall in no event be construed to limit any other obligation of Lessee under the Operative Documents, including, without limitation, pursuant to Article XI. All amounts paid to Agent pursuant to this Section 15.1(b) shall be distributed in accordance with Article XXI hereof.

LESSEE'S OPTIONS. Not later than 360 days nor earlier than 390 days in the case of the Sale Option or not later than 120 days nor earlier than 150 days in the case of the Purchase Option prior to the last day of the Lease TermBase Term or any Renewal Term then in effect, Lessee Lessees shall, by delivery of written notice from Lessees' Agent to Agent Lessor and the LessorCertificate Purchasers, exercise one of the following options:options (provided that Lessees may not exercise the Renewal Option if such exercise would result in more than two Renewal Terms): (a) Subject renew this Lease with respect to all, but not less than all, (except with respect to Units for which there has been an early termination pursuant to Section 15.2, including, without limitation, 11.5) of the first sentence thereof, Units then subject hereto for an additional one year Renewal Term (the "Renewal Option") on the terms and conditions set forth herein and the other Operative Documents; or (b) purchase for cash for the Purchase Option Exercise Amount all, but not less than all, of the Items of Equipment Units then subject to this Lease on the last day of the Lease Base Term or Renewal Term with respect to which such option is exercised (the “"Purchase Option”); and if Lessee shall have elected to purchase the Items of Equipment, Lessor shall, upon the payment to Agent of the Purchase Amount then due and payable by Lessee under the Operative Documents, transfer all of Lessor’s right, title and interest in and to the Items of Equipment “as-is” without recourse or warranty (except as to the absence of Lessor Liens"); or (bc) Subject to Section 15.2, including, without limitation, the first sentence thereof, sell as non-exclusive agent, on behalf of Lessor, the Certificate Purchasers for cash to a purchaser or purchasers not in any way affiliated with any Lessee all, but not less than all, of the Items of Equipment Units then subject to this Lease on the last day of the Lease Base Term or of any Renewal Term then in effect with respect to which such option is exercised (the “"Sale Option”"). Lessee’s right to sell the Items of Equipment pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in this Article XV. Simultaneously with a sale on or prior to the last day of the Lease Term pursuant to the Sale Option, Lessee shall Lessees shall, on a joint and several basis, pay or cause to be paid to AgentLessor, (i) as Supplemental Rent for the Sale Recourse Amountbenefit of the Certificate Purchasers, (ii) from the gross proceeds of the sale of the EquipmentUnits, without deductions or expense reimbursements (the “Sale "Proceeds”"), and (iii) all accrued and unpaid Rent and all other amounts due under the Operative Documents and, if such sale occurs prior to the last day aggregate outstanding Lease Balance as of the Lease Term, all Capital Termination Date (as determined after any payment of Rent not previously paid by Lessee and which would have become due under the Operative Documents on or before the last day of the Lease Termsuch date). If the amounts received by the Agent pursuant to the immediately preceding sentence Proceeds exceed the aggregate outstanding Lease Balance Balance, Lessees will retain the portion of the Proceeds in excess thereof. If the Proceeds are less than the aggregate outstanding Lease Balance, Lessees will, on a joint and all other amounts due and owing by Lessee under several basis, pay or will cause to be paid to Lessor, as Supplemental Rent for the Operative Documentsbenefit of the Certificate Purchasers, Agent will pay on the Termination Date, in addition to Lessee such excess amount. The the Proceeds, the Sale Recourse Amount, it being understood, however, that the amount payable pursuant to this Section 15.1(b11.1(c) shall in no event be construed to limit any other obligation of any Lessee under the Operative Documents, including, without limitation, pursuant to Article XIVII and Sections 11.3, 11.4, 11.5 and 17. 1. The "Sale Recourse Amount" shall be, at the option of Lessor, (x) the Applicable Percentage Amount or (y) the Recourse Deficiency Amount; provided, however, that in no event shall the Sale Recourse Amount exceed the Lease Balance (after taking into account all payments of Rent and Proceeds applied against the Lease Balance on the Termination Date). Lessor, on behalf of the Certificate Purchasers, shall notify Lessees' Agent in writing not later than five Business Days prior to the Termination Date whether the Sale Recourse Amount shall be determined pursuant to clause (x) or clause (y) of the preceding sentence. In addition to the amount determined to be payable by Lessees pursuant to the foregoing provisions of this Section 11.1(c), Lessees shall, on a joint and several basis, pay to Lessor, for the benefit of the Certificate Purchasers, the Applicable Administrative Charge, if any, on the sum of the Proceeds, the Sale Recourse Amount and any amount payable pursuant to the last sentence of Section 11.4. The obligation of any Lessee to pay the amounts determined pursuant to this Section 11.1(c) shall be a recourse obligation of such Lessee and shall be payable on the Termination Date. All amounts paid to Agent Lessor pursuant to this Section 15.1(b11.1(c) shall be distributed in accordance with Article XXI hereofSection 3.2 of the Trust Agreement.

LESSEE'S OPTIONS. Not later than 360 days nor earlier than 390 days in the case of the Sale Option or not later than 120 days nor earlier than 150 days in the case of the Purchase Option prior to the last day of the Lease Term, Lessee shall, by delivery of written notice to Agent and the Lessor, exercise one of the following options: (a) Subject to Section 15.2, including, without limitation, the first sentence thereof, purchase for cash for the Purchase Amount all, but not less than all, of the Items of Equipment then subject to this Lease on the last day of the Lease Term (the “"Purchase LSI Logic Corporation Lease B Option”"); and if Lessee shall have elected to purchase the Items of Equipment, Lessor shall, upon the payment to Agent of the Purchase Amount then due and payable by Lessee under the Operative Documents, transfer all of Lessor’s 's right, title and interest in and to the Items of Equipment “"as-is” " without recourse or warranty (except as to the absence of Lessor Liens); or (b) Subject to Section 15.2, including, without limitation, the first sentence thereof, sell as non-exclusive agentsell, on behalf of Lessor, for cash to a purchaser or purchasers all, but not less than all, of the Items of Equipment then subject to this Lease on the last day of the Lease Term (the “"Sale Option”"). Lessee’s 's right to sell the Items of Equipment pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in this Article XV. Simultaneously with a sale on or prior to the last day of the Lease Term pursuant to the Sale Option, Lessee shall pay or cause to be paid to Agent, (i) the Sale Recourse Amount, (ii) the gross proceeds of the sale of the Equipment, without deductions or expense reimbursements (the “"Sale Proceeds”"), and (iii) all accrued and unpaid Rent and all other amounts due under the Operative Documents and, if such sale occurs prior to the last day of the Lease Term, all Capital Rent not previously paid by Lessee and which would have become due under the Operative Documents on or before the last day of the Lease Term. If the amounts received by the Agent pursuant to the immediately preceding sentence exceed the aggregate outstanding Lease Balance and all other amounts due and owing by Lessee under the Operative Documents, Agent will pay to Lessee such excess amount. The amount payable pursuant to this Section 15.1(b) shall in no event be construed to limit any other obligation of Lessee under the Operative Documents, including, without limitation, pursuant to Article XI. All amounts paid to Agent pursuant to this Section 15.1(b) shall be distributed in accordance with Article XXI hereof.

LESSEE'S OPTIONS. Not later (a) In addition to its rights under SECTIONS 10 and 31 hereof, Lessee shall elect either (i) by notice given not less than 360 days nor earlier than 390 days in the case of the Sale Option or not later than 120 days nor earlier than 150 days in the case of the Purchase Option twelve (12) months prior to the last day of the Lease Term, Lessee shall, by delivery of written notice Expiration Date to Agent and the Lessor, exercise one of the following options: (a) Subject to Section 15.2, including, without limitation, the first sentence thereof, purchase for cash for the Purchase Amount all, but not less than all, of the Items of Equipment then Premises on the Expiration Date in accordance with the procedures set forth in SECTION 32 hereof; (ii) subject to this Lease the satisfaction of the conditions set forth in SECTION 33.1(B) below, by notice given not less than twelve (12) months prior to the Expiration Date, to surrender the Premises as of the Expiration Date and pay Lessor on the last day of the Lease Term (the “Purchase Option”); Expiration Date, in addition to any Basic Rent, Additional Rent and if Lessee shall have elected to purchase the Items of Equipment, Lessor shall, upon the payment to Agent of the Purchase Amount any other amounts then due and payable by Lessee under the Operative Documents, transfer all of Lessor’s right, title and interest in and to the Items of Equipment “as-is” without recourse or warranty (except as Lessor hereunder a residual guaranty payment for each Property included within the Premises in an amount equal to the absence aggregate principal amount of Lessor Liensthe A-Note Advances made with respect to such Property then outstanding (collectively, the "RESIDUAL GUARANTY AMOUNT"); or or (biii) Subject subject to Section 15.2the conditions set forth in SECTION 33.3 hereof, includingby notice given not less than twelve (12) months prior to the Expiration Date, without limitation, to request an extension of the first sentence thereof, sell as non-exclusive agent, on behalf of Lessor, Lease for cash the Extended Term with respect to a purchaser or purchasers all, but not less than all, of the Items of Equipment then subject Premises; or (iv) by notice given not less than twelve (12) months prior to this Lease on the last day of the Lease Term (the “Sale Option”). Lessee’s right to Expiration Date, sell the Items Premises on behalf of Equipment Lessor. (b) Any election by Lessee to surrender the Premises pursuant to the Sale Option SECTION 33.1(A)(II) hereof shall be conditioned upon and subject to the fulfillment satisfaction by Lessee of the following conditions precedent: (i) Lessor and Agent shall have received at least thirty (30) but not more than sixty (60) days prior to the Expiration Date, at the sole cost and expense of Lessee, an environmental audit performed by the Environmental Consultant of the Premises, together with a copy of the Environmental Consultant's report on its audit, the scope of which audit and report, and condition of each Property as evidenced by such report shall be satisfactory, in form and substance (irrespective of each Property's compliance with any and all Applicable Laws), to Agent, Lessor and the Holders of the B-Notes, in each case in their sole discretion; (ii) Lessor and Agent shall have received at least thirty (30) but not more than sixty (60) days prior to the Expiration Date, at the sole cost and expense of Lessee, a 41 47 report of the Appraiser and/or the Independent Engineer, satisfactory in form and substance to Lessor, Agent and the Holders of the B-Notes, in each case in their sole discretion, to the effect that the Premises have been maintained in accordance with the terms and conditions of this Lease and that the Premises meet or exceeds the original design specifications and are capable of operating as a multi-purpose facility (including offices, food processing area, commissary and parking area), or as a restaurant, as applicable with the original design capacity or occupancy and with respect to the Restaurant Properties, with the useful life contemplated by and in accordance with the Approved Plans and applicable zoning laws; (iii) Lessee shall have arranged for an ALTA form of extended coverage owner's title insurance policy, or a commitment therefor, issued by the Title Underwriter, marked "premium paid" (the "EXPIRATION TITLE POLICY") in an aggregate amount equal to the total Project Costs of the Premises and in form and substance satisfactory to the Holders of the B-Notes and Counsel to Lessor, to be delivered to the Holders of the B-Notes and Counsel to Lessor, together with copies of all documents relating to title exceptions referred to therein, showing record title in Lessor. The Expiration Title Policy shall insure that Lessor has a good and marketable fee title to each Property, subject only to Permitted Encumbrances, and shall contain such endorsements as any purchaser or its counsel may request; (iv) Lessee may and, if directed to do so by Lessor or Agent Lessee shall, remove or cause the removal, of, at Lessee's sole expense, any inventory, fixtures, machinery, equipment or other property belonging to Lessee or third parties in compliance with SECTION 23 hereof; (v) if directed to do so by Lessor, Lessee shall execute and deliver any and all further agreements and documents as may, in the reasonable opinion of Lessor, be necessary to confirm the termination and expiration of this Lease and to acknowledge that Lessee, from the date of termination and expiration, ceases to have any interest in the Premises; provided such further agreements or documents do not increase in any material respect Lessee's obligations from those set forth in this Article XV. Simultaneously Lease; (vi) each Property shall have all required Permits and be in conformity with a sale on all Applicable Laws; provided, however, that in the event that Applicable Law requires that any work be conducted or prior other action taken with respect to the last day of Property but permits compliance to be effected over a period extending beyond the Lease Term pursuant to the Sale OptionExpiration Date, Lessee shall pay or cause nonetheless complete such compliance prior to surrender of the Premises; and (c) Any election by Lessee to sell the Premises on behalf of Lessor pursuant to SECTION 33.1(A)(IV) shall be paid to Agent, in accordance with the following: (i) the Sale Recourse Amount, sale of the Premises shall be arranged as soon as practicable upon notice to Lessor of Lessee's election and the consummation of such sale shall occur on the date on which this Lease expires; (ii) all proceeds realized from the gross sale of the Premises shall be for the account of Lessor; provided, however, that Lessor shall remit to Lessee any net proceeds in excess of the then applicable Termination Value; (iii) All out-of-pocket costs and expenses incurred in connection with the marketing and sale of the Premises shall be paid from the proceeds of such sale provided, however, that no portion of such proceeds shall be used to reimburse Lessee for any costs or expenses other than out-of-pocket costs and expenses paid to third parties that are not Affiliates of Lessee. (iv) this Lease shall remain in effect until the consummation of the sale of the Equipment, without deductions or expense reimbursements Premises; (v) Lessee shall be obligated to pay to Lessor the “Sale Proceeds”), difference between the sales proceeds and (iii) all accrued and unpaid Rent and all other amounts due under the Operative Documents andTermination Value, if the Termination Value is greater than the net sales proceeds, up to (but not exceeding) the Residual Guaranty Amount or, in the event that Lessee uses its best efforts to sell the Properties but no bona fide bids are received the Lessee shall pay to the Lessor the Residual Guaranty Amount and surrender the Properties to Lessor; and (vi) the Properties shall be in good condition, reasonable wear and tear excepted and shall conform to all regulatory requirements imposed by any governmental body and be in compliance with any additional return standards set forth in SECTION 23.1 of this Lease. (d) anything to the contrary provided herein notwithstanding Lessor shall have the right to refuse any sale of the Properties if the net proceeds of such sale occurs prior will not be equal to or greater than the last day of the Lease Term, all Capital Rent not previously paid by Lessee and which would have become due under the Operative Documents on or before the last day of the Lease Term. If the amounts received by the Agent pursuant to the immediately preceding sentence exceed difference between the aggregate outstanding Lease Balance Termination Value for the Properties and all other amounts due and owing by Lessee under the Operative Documents, Agent will pay to Lessee such excess amount. The amount payable pursuant to this Section 15.1(b) shall in no event be construed to limit any other obligation of Lessee under the Operative Documents, including, without limitation, pursuant to Article XI. All amounts paid to Agent pursuant to this Section 15.1(b) shall be distributed in accordance with Article XXI hereofResidual Guaranty Amount.

LESSEE'S OPTIONS. Not later than 360 days nor earlier than 390 days in the case of the Sale Option or not later than 120 days nor earlier than 150 days in the case of the Purchase Option prior to the last day of the Lease TermBase Period or any Renewal Term then in effect, Lessee Lessees shall, by delivery of written notice from Lessees' Representative to Agent and the LessorLessors, exercise one of the following options:options (provided that paragraph (a) below shall not be applicable (i) with respect to Group A Vehicles in the third Renewal Term and (ii) with respect to Group B Vehicles in the fourth Renewal Term): (a) Subject renew this Lease with respect to Section 15.2all, includingbut not less than all, without limitation, of the first sentence thereof, Vehicles then subject hereto for an additional one year Renewal Term (the "Renewal Option") on the terms and conditions set forth herein and the other Operative Agreements; or (b) purchase for cash for the Purchase Option Exercise Amount all, but not less than all, of the Items of Equipment Vehicles then subject to this Lease on the last day of the Lease Base Term or Renewal Term with respect to which such option is exercised (the “"Fixed Price Purchase Option”"); and if Lessee shall have elected to purchase the Items of Equipment, Lessor shall, upon the payment to Agent of the Purchase Amount then due and payable by Lessee under the Operative Documents, transfer all of Lessor’s right, title and interest in and provided that with respect to the Items of Equipment “as-is” without recourse or warranty (except as Third Renewal Term, Lessee may exercise the Fixed Price Purchase Option solely with respect to the absence of Lessor Liens)Group A Vehicles; or (bc) Subject to Section 15.2, including, without limitation, the first sentence thereof, sell as non-exclusive agent, on behalf of Lessor, the Lessors for cash to a purchaser or purchasers not in any way affiliated with any Lessee all, but not less than all, of the Items of Equipment Vehicles then subject to this Lease on the last day of the Lease Base Period or of any Renewal Term then in effect with respect to which such option is exercised (the “"Sale Option”"). Lessee’s right ; provided, that if Lessees have exercised the Fixed Price Purchase Option solely with respect to sell the Items of Equipment Group A Vehicles pursuant to the proviso of clause (b), then the Sale Option shall not be conditioned upon and subject available with respect to the fulfillment by Lessee of each of the terms and conditions set forth in this Article XVGroup B Vehicles. Simultaneously with a sale on or prior to the last day of the Lease Term pursuant to the Sale Option, each Lessee shall pay or cause to be paid to Agent, (i) as supplemental Rent for the Sale Recourse Amountbenefit of the Lessors, (ii) from the gross proceeds of the sale of the EquipmentVehicles subject to Lease Supplements to which such Lessee is a party, without deductions or expense reimbursements (the “Sale "Proceeds”"), and (iii) all accrued and unpaid Rent and all other amounts due under the Operative Documents and, if such sale occurs prior aggregate Supplement Balances with respect to the last day Lease Supplements to which it is a party as of the Lease Term, all Capital Termination Date (as determined after any payment of Rent not previously paid by Lessee and which would have become due under the Operative Documents on or before the last day of the Lease Termsuch date). If the amounts received by the Agent pursuant to the immediately preceding sentence Proceeds exceed the aggregate outstanding Supplement Balances under all Lease Balance and Supplements to which such Lessee is a party, such Lessee will retain the portion of the Proceeds in excess thereof. If the Proceeds are less than the aggregate Supplement Balances as of such date under all other amounts due and owing by Lease Supplements to which such Lessee under the Operative Documentsis a party, Agent such Lessee will pay or will cause to Lessee such excess amount. The be paid to Agent, as supplemental Rent for the benefit of the Lessors, on the Termination Date, in addition to the Proceeds, the Sale Recourse Amount, it being understood, however, that the amount payable pursuant to this Section 15.1(b11.1(c) shall in no event be construed to limit any other obligation of a Lessee under the Operative DocumentsAgreements, including, without limitation, pursuant to Article XIArticles VII and VIII and Section 11.5 of the Participation Agreement and Sections 11.3 and 11.4 of this Lease. A Lessee shall be treated as a party to a Lease Supplement if such Lessee is primarily liable thereunder at the time the sale pursuant to the Sale Option is consummated, whether or not such Lessee was a party to such Lease Supplement at the time it was entered into. The "Sale Recourse Amount" applicable to any Lessee shall be, at the option of the Required Lessors, (x) the aggregate Applicable Percentage Amounts with respect to all Lease Supplements to which such Lessee is a party or (y) the aggregate Recourse Deficiency Amounts with respect to all Lease Supplements to which such Lessee is a party; provided, however, that in no event shall the Sale Recourse Amount exceed the aggregate Supplement Balances of all Lease Supplements to which such Lessee is a party (after taking into account all payments of Rent and Proceeds applied against such Supplemental Balances on the Termination Date). Agent, on behalf of the Lessors, shall notify Lessees' Representative in writing not later than five Business Days prior to the Termination Date whether the Sale Recourse Amount(s) applicable to a Lessee shall be determined pursuant to clause (x) or clause (y) of the preceding sentence. In addition to the amount determined to be payable by each Lessee pursuant to the foregoing provisions of this Section 11.1(c), such Lessee shall pay to Agent, for the benefit of the Lessors, the applicable Administrative Charge on the sum of the Proceeds and the Sale Recourse Amount. The obligation of each Lessee to pay the amounts determined pursuant to this Section 11.1(c) shall be a recourse obligation of such Lessee and shall be payable on the Termination Date. All amounts paid to Agent pursuant to this Section 15.1(b11.1(c) shall be distributed in accordance with Article XXI hereofSection 11.3 of the Participation Agreement.

LESSEE'S OPTIONS. Not later than 360 days nor earlier than 390 days in the case of the Sale Option or not later than 120 days nor earlier than 150 days in the case of the Renewal Option or the Purchase Option prior to the last day of the Lease Base Term or any Renewal Term, Lessee shall, by delivery of written notice to Agent and the Lessor, exercise one of the LSI Logic Trust No. 2001-A Lease Intended as Security following options; provided, however, that Lessee may not exercise the Renewal Option if such exercise would result in more than two (2) Renewal Terms in the aggregate: (a) Subject Renew this Lease with respect to all, but not less than all, of the Items of Equipment for an additional one-year Renewal Term (the "Renewal Option") on the terms and conditions set forth herein and in the Operative Documents; provided, however, that such Renewal Option shall be available at the end of the Lease Term (or the Lease Term as previously so renewed) only if the conditions to the Renewal Option set forth in Section 15.2, including, without limitation, 2.18 of the first sentence thereof, purchase Participation Agreement are satisfied; (b) Purchase for cash for the Purchase Amount all, but not less than all, of the Items of Equipment then subject to this Lease on the last day of the Lease Base Term or any Renewal Term (the “"Purchase Option”"); and if Lessee shall have elected to purchase the Items of Equipment, Lessor shall, upon the payment to Agent Lessor of the Purchase Amount then due and payable by Lessee under the Operative Documents, transfer all of Lessor’s 's right, title and interest in and to the Items of Equipment “"as-is” " without recourse or warranty (except as to the absence of Lessor Liens); or (bc) Subject to Section 15.2, including, without limitation, the first sentence thereof, sell as non-exclusive agent, Sell on behalf of Lessor, Lessor for cash to a purchaser or purchasers all, but not less than all, of the Items of Equipment then subject to this Lease on the last day of the Lease Base Term or any Renewal Term (the “"Sale Option”"). Lessee’s 's right to sell the Items of Equipment pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in this Article XVXII. Simultaneously with a sale on or prior to the last day of the Lease Term pursuant to the Sale Option, Lessee shall pay or cause to be paid to AgentLessor on the last day of the Base Term or the Renewal Term, (i) as Supplemental Rent for the Sale Recourse Amountbenefit of the Lessor, (ii) from the gross proceeds of the sale of the Equipment, without deductions or expense reimbursements (the “"Sale Proceeds”"), and (iii) all accrued and unpaid Rent and all other amounts due under the Operative Documents and, if such sale occurs prior to aggregate outstanding Lease Balance as of the last day of the Lease Term, Base Term or Renewal Term (as determined after any payment of all Capital Basic Rent not previously paid due and all other amounts owing by Lessee and which would have become due under on such date). In the Operative Documents on or before case of any Related Lease Supplements, if the last day of Sale Proceeds for the Equipment subject to such Related Lease Term. If the amounts received by the Agent pursuant to the immediately preceding sentence Supplements exceed the aggregate outstanding Lease Balance and all other amounts due and owing by relating to such Related Lease Supplements, Lessee under will retain the Operative Documentsportion of the Sale Proceeds in excess thereof. In the case of any Related Lease Supplements, Agent if the Sale Proceeds for the Equipment subject to such Related Lease Supplements are less than the aggregate outstanding Lease Balance relating to such Related Lease Supplements, Lessee will pay to Lessee Lessor (from Lessee's own funds), as Supplemental Rent for the benefit of the Lessor, on the last day of the Base Term or Renewal Term, in addition to the Sale Proceeds, the difference up to an amount equal to the lesser of (i) the outstanding Lease Balance relating to such excess amount. The Related Lease Supplements or (ii) the Applicable Percentage Amount relating to such Related Lease Supplements (less the amount of Sale Proceeds, if any, of such Related Lease Supplements applied by Lessor), it being understood, however, that (i) in no event shall the sum of the Sale Proceeds for the Equipment subject to such Related Lease Supplements received by Lessor and the Applicable Percentage Amount relating to such Related Lease Supplements exceed the outstanding Lease Balance relating to such Related Lease Supplements and (ii) the amount payable pursuant to this Section 15.1(b12.1(c) shall in no event be construed to limit any other obligation of Lessee under the Operative Documents, including, without limitation, pursuant to Article XILSI Logic Trust No. All amounts paid to Agent pursuant to this Section 15.1(b) shall be distributed in accordance with Article XXI hereof.2001-A Lease Intended as Security