Common use of LESSEE'S OPTIONS Clause in Contracts

LESSEE'S OPTIONS. Not later than 360 days prior to the last day of the Base Term or any Renewal Term then in effect for each Schedule, Lessee shall by delivery of written notice to Lessor exercise one of the following options (provided that paragraph (a) below shall not be applicable with respect to the last Renewal Term applicable to any Unit): (a) renew this Lease with respect to all, but not less than all, of the Units then subject to such Schedule for an additional one year Renewal Term (the "RENEWAL OPTION") on the terms and conditions set forth herein; or (b) purchase for cash for the Purchase Option Exercise Amount all, but not less than all, of the Units then subject to such Schedule on the last day of the Base Term or Renewal Term with respect to which such option is exercised (the "FIXED PRICE PURCHASE OPTION"); or (c) sell on behalf of Lessor for cash to a purchaser or purchasers not in any way affiliated with Lessee all, but not less than all, of the Units then subject to such Schedule on the last day of the Base Term or of any Renewal Term then in effect with respect to which such option is exercised (the "SALE OPTION"). Simultaneously with a sale pursuant to the Sale Option, Lessee shall pay to Lessor, from the gross proceeds of sale of Units subject to such Schedule, without deductions or expense reimbursements (the "PROCEEDS"), the Schedule Balance with respect to such Schedule as of the termination date (as determined after any payment of Rent on such date). If the Proceeds exceed the Schedule Balance for such Schedule together with all other amounts owed by Lessee under the Lease but do not exceed the Lease Balance, the excess will be retained by Lessor to secure the remaining obligations of Lessee under the Lease. If the Proceeds exceed the Lease Balance, together with all other amounts owed by Lessee under the Lease, Lessee will retain the portion of the Proceeds in excess thereof. If the Proceeds are less than the applicable Schedule Balance as of such date, Lessee will pay or will cause to be paid to Lessor on the termination date in addition to all other amounts owed under the Lease: (i) the Proceeds; and (ii) at Lessor's option either: (x) the Applicable Percentage Amount with respect to such Schedule or (y) the Recourse Deficiency Amount with respect to such Schedule (the amount determined pursuant to this CLAUSE (II) shall be referred to as the "SALE RECOURSE AMOUNT" as to any Schedule); PROVIDED that in no event shall the Sale Recourse Amount exceed the Schedule Balance with respect to any Schedule (after taking into account all payments of Rent and Proceeds applied against such Schedule Balance on such date), it being understood, however, that the amount payable pursuant to this Paragraph I shall in no event be construed to limit any other obligation of Lessee under the Lease. Lessor shall exercise the options with respect to each Schedule in the preceding sentence by written notice to Lessee not later than five Business Days prior to the last day of the Lease Term for Units subject to such Schedule. The obligation of Lessee to pay the Sale Recourse Amount shall be a recourse obligation of Lessee and shall be payable on the date provided for in the preceding sentence without regard to the amount of Proceeds.

LESSEE'S OPTIONS. Not later than 360 180 days prior to the last day of the Base Term or any Renewal Term Expiration Date then in effect for each Schedulewith respect to any Lease Supplement, Lessee shall shall, by delivery of written notice to Lessor Agent and Lessor, exercise one of the following options (provided that paragraph (a) below shall not be applicable with respect options, subject to the last Renewal Term applicable to any Unit):requirements and limitations of Section 11.2: (a) elect to renew this Lease with respect to all, but not less than all, of the Units Lease Supplement Equipment then subject to such Schedule for an additional one year Renewal Term Lease Supplement (the "RENEWAL OPTIONRenewal Option") with respect to the applicable Base Term or applicable Renewal Term then in effect, for a renewal term commencing on the terms last day of the applicable Base Term or applicable Renewal Term then in effect and conditions set forth hereinexpiring on the one year anniversary thereof (each, a "Renewal Term") provided, that (i) such option shall be exercised only with respect to the applicable Base Term or applicable Renewal Term then in effect with respect to such Lease Supplement, (ii) in connection with the exercise of the Renewal Option with respect to a Lease Supplement, Lessee shall have theretofore provided Agent, Lessor and the Participants with an Annual Appraisal required pursuant to Section 5.8 of this Lease as of the most recent anniversary of the Document Closing Date and (iii) notwithstanding the foregoing, in no event shall any Renewal Term in respect of any Lease Supplement extend beyond the date which is five (5) years following the Document Closing Date unless such additional Renewal Term has been approved pursuant to Section 14.18 of the Participation Agreement; or (b) purchase for cash for the Purchase Option Exercise Amount all, but not less than all, of such Lease Supplement Equipment for cash for the Units then subject to Option Exercise Amount on such Schedule on the last day of the Base Term or Renewal Term with respect to which Expiration Date (such option is exercised (being referred to as the "FIXED PRICE PURCHASE OPTIONPurchase Option"); or (c) sell on such Expiration Date all, but not less than all, of such Lease Supplement Equipment on behalf of Lessor the Participants for cash to a purchaser or purchasers not in any way affiliated with Lessee all, but not less than all, of the Units then subject to such Schedule on the last day of the Base Term or of any Renewal Term then in effect with respect to which such option is exercised (the "SALE OPTIONSale Option"). Simultaneously with a sale pursuant to the a Sale Option, Lessee shall pay to Lessor, from the gross proceeds of sale of Units subject to such Schedule, without deductions or expense reimbursements (the "PROCEEDS"), the Schedule Balance with respect to such Schedule as of the termination date (as determined after any payment of Rent on such date). If the Proceeds exceed the Schedule Balance for such Schedule together with all other amounts owed by Lessee under the Lease but do not exceed the Lease Balance, the excess will be retained by Lessor to secure the remaining obligations of Lessee under the Lease. If the Proceeds exceed the Lease Balance, together with all other amounts owed by Lessee under the Lease, Lessee will retain the portion of the Proceeds in excess thereof. If the Proceeds are less than the applicable Schedule Balance as of such date, Lessee will pay or will cause to be paid to Lessor on the termination date in addition to all other amounts owed under last day of the Lease: applicable Lease Term (i) the Proceeds; all accrued Basic Rent and (ii) at Lessor's option either: (x) the Applicable Percentage Amount any Supplemental Rent then due and payable with respect to such Schedule or Lease Supplement and the Casualty Amount of any Item of such Lease Supplement Equipment theretofore suffering a Casualty as to which the Casualty Amount was not paid under Section 6.1, (yii) as Supplemental Rent for the Recourse Deficiency benefit of the Participants, an amount equal to the Residual Value Guarantee Amount then in effect with respect to such Schedule Lease Supplement, determined after giving effect to the payment of any amount required under clause (i) and (iii) all of the amount determined pursuant to this CLAUSE (II) shall be referred to as the "SALE RECOURSE AMOUNT" as to any Schedule); PROVIDED that in no event shall the Sale Recourse Amount exceed the Schedule Balance with respect to any Schedule (after taking into account all payments Proceeds of Rent and Proceeds applied against such Schedule Balance on such date), it being understood, however, that the amount payable pursuant to this Paragraph I shall in no event be construed to limit any other obligation of Lessee under the Leasesale. Lessor shall exercise the options with respect to each Schedule in the preceding sentence by written notice refund to Lessee not later than five Business Days prior to the last day portion of the Lease Term for Units subject to such Schedule. The obligation of Lessee to pay the Sale Recourse Amount shall be a recourse obligation of Lessee and shall be payable on the date provided for in the preceding sentence without regard to the amount of Proceeds.the

LESSEE'S OPTIONS. Not later than 360 270 days prior to the last day of the Base Term or any Renewal Term then in effect for each Scheduleeffect, Lessee shall shall, subject to SECTION 11.2, by delivery of written notice to Lessor Trustee and Administrative Agent (on behalf of the Certificate Purchasers) exercise one of the following options (provided PROVIDED that paragraph (a) below shall Lessee may not be applicable with respect to exercise the last Renewal Term applicable to any UnitOption if such exercise would result in more than two Renewal Terms): (a) renew this Lease with respect to all, but not less than all, of the Units Equipment then subject to such Schedule hereto for an additional one year Renewal Term (the "RENEWAL OPTION") on the terms and conditions set forth herein; or; (b) purchase (or designate any other Person to so purchase) for cash for the Purchase Option Exercise Amount applicable thereto all, but not less than all, of the Units Equipment then subject to such Schedule this Lease on the last day of the Base Term or any Renewal Term with respect to which such option is exercised (the "FIXED PRICE PURCHASE OPTION"); or (c) sell (on behalf of Lessor the Certificate Purchasers) for cash to a purchaser or purchasers not in any way affiliated with Lessee or Guarantor all, but not less than all, of the Units Equipment then subject to such Schedule this Lease on the last day of the Base Term or of any Renewal Term then in effect with respect to which such option is exercised (the "SALE OPTION"). Simultaneously with a sale pursuant to the Sale Option, Lessee shall pay to LessorTrustee, as Supplemental Rent for the benefit of the Certificate Purchasers, from the gross proceeds of the sale of Units subject to such Schedulethe Equipment, without deductions or expense reimbursements (the "PROCEEDS"), the Schedule aggregate outstanding Lease Balance with respect to such Schedule as of the termination date Termination Date (as determined after any payment of Rent on such date). If the Proceeds exceed the Schedule Balance for such Schedule together with all other amounts owed by Lessee under the Lease but do not exceed the aggregate outstanding Lease Balance, the excess will be retained by Lessor to secure the remaining obligations of Lessee under the Lease. If the Proceeds exceed the Lease Balance, together with all other amounts owed by Lessee under the Lease, Lessee will retain the portion of the Proceeds in excess thereof. If the Proceeds are less than the applicable Schedule Balance as of such dateaggregate outstanding Lease Balance, Lessee will pay or will cause to be paid to Lessor Trustee, as Supplemental Rent for the benefit of the Certificate Purchasers, on the termination date Termination Date, in addition to all other amounts owed under the Lease: (i) the Proceeds; and (ii) at Lessor's option either: (x) the Applicable Percentage Amount with respect to such Schedule or (y) the Recourse Deficiency Amount with respect to such Schedule (the amount determined pursuant to this CLAUSE (II) shall be referred to as the "SALE RECOURSE AMOUNT" as to any Schedule); PROVIDED that in no event shall , the Sale Recourse Amount exceed the Schedule Balance with respect to any Schedule (after taking into account all payments of Rent and Proceeds applied against such Schedule Balance on such date)Amount, it being understood, however, that the amount payable pursuant to this Paragraph I SECTION 11.1(c) shall in no event be construed to limit any other obligation of Lessee under the LeaseOperative Documents, including, without limitation, pursuant to ARTICLE VII and SECTIONS 11.3, 11.4 and 11.5. Lessor The "SALE RECOURSE AMOUNT" shall exercise be, at the options with respect to each Schedule option of the Required Certificate Purchasers, (x) the Applicable Percentage Amount or (y) the Recourse Deficiency Amount; PROVIDED, HOWEVER, that in no event shall the preceding sentence by written notice to Sale Recourse Amount exceed the Lease Balance (after taking into account all payments of Capital Rent and Proceeds applied against the Lease Balance on the Termination Date). Trustee, on behalf of the Certificate Purchasers and at the direction of Required Certificate Purchasers, shall notify Lessee in writing not later than five (5) Business Days prior to the last day Termination Date whether the Sale Recourse Amount shall be determined pursuant to CLAUSE (x) or CLAUSE (y) of the Lease preceding sentence EXCEPT that at the end of the Base Term for Units subject the Sale Recourse Amount shall be equal to such Schedulethe Applicable Percentage Amount. The obligation of Lessee to pay the Sale Recourse Amount amounts determined pursuant to this SECTION 11.1(c) shall be a recourse obligation of Lessee and shall be payable on the date provided for Termination Date. All amounts paid to Trustee pursuant to this SECTION 11.1(c) shall be distributed in the preceding sentence without regard to the amount of Proceeds.accordance with ARTICLE X.

LESSEE'S OPTIONS. Not later than 360 days prior to the last day of the Base Term or any Renewal Term then in effect for each Schedule, Lessee shall by delivery of written notice to Lessor exercise one of the following options (provided that paragraph (a) below shall not be applicable with respect to the last Renewal Term applicable to any Unit): ): (a) renew this Lease with respect to all, but not less than all, of the Units then subject to such Schedule for an additional one year Renewal Term (the "RENEWAL OPTIONRenewal Option") on the terms and conditions set forth herein; or or (b) purchase for cash for the Purchase Option Exercise Amount all, but not less than all, of the Units then subject to such Schedule on the last day of the Base Term or Renewal Term with respect to which such option is exercised (the "FIXED PRICE PURCHASE OPTIONFixed Price Purchase Option"); or or (c) sell on behalf of Lessor for cash to a purchaser or purchasers not in any way affiliated with Lessee all, but not less than all, of the Units then subject to such Schedule on the last day of the Base Term or of any Renewal Term then in effect with respect to which such option is exercised (the "SALE OPTIONSale Option"). Simultaneously with a sale pursuant to the Sale Option, Lessee shall pay to Lessor, from the gross proceeds of sale of Units subject to such Schedule, without deductions or expense reimbursements (the "PROCEEDSProceeds"), the Schedule Balance with respect to such Schedule as of the termination date (as determined after any payment of Rent on such date). If the Proceeds exceed the Schedule Balance for such Schedule together with all other amounts owed by Lessee under the Lease but do not exceed the Lease Balance, the excess will be retained by Lessor to secure the remaining obligations of Lessee under the Lease. If the Proceeds exceed the Lease Balance, together with all other amounts owed by Lessee under the Lease, Lessee will retain the portion of the Proceeds in excess thereof. If the Proceeds are less than the applicable Schedule Balance as of such date, Lessee will pay or will cause to be paid to Lessor on the termination date in addition to all other amounts owed under the Lease: (i) the Proceeds; and (ii) at Lessor's option either: (x) the Applicable Percentage Amount with respect to such Schedule or (y) the Recourse Deficiency Amount with respect to such Schedule (the amount determined pursuant to this CLAUSE clause (IIii) shall be referred to as the "SALE RECOURSE AMOUNTSale Recourse Amount" as to any Schedule); PROVIDED provided that in no event shall the Sale Recourse Amount exceed the Schedule Balance with respect to any Schedule (after taking into account all payments of Rent and Proceeds applied against such Schedule Balance on such date), it being understood, however, that the amount payable pursuant to this Paragraph I shall in no event be construed to limit any other obligation of Lessee under the Lease. Lessor shall exercise the options with respect to each Schedule in the preceding sentence by written notice to Lessee not later than five Business Days prior to the last day of the Lease Term for Units subject to such Schedule. The obligation of Lessee to pay the Sale Recourse Amount shall be a recourse obligation of Lessee and shall be payable on the date provided for in the preceding sentence without regard to the amount of Proceeds.