Common use of Sale Option Clause in Contracts

Sale Option. If Lessee elects the Sale Option, then during the period prior to the Termination Date, Lessee, as agent for Agent and Lessors and at no expense to Agent and Lessors, shall use its commercial best efforts to obtain bids for the purchase in immediately available funds on the Termination Date of the Vehicles from prospective purchasers which are unaffiliated with Lessee and are financially capable of purchasing the Vehicles (Qualified Purchasers). The Agent may also, if it so desires, seek to obtain such bids. All bids received by Lessee or Agent, within five Business Days after receipt thereof, shall be certified to the other in writing setting forth the name and address of the party submitting each such bid and the amount and terms thereof. If any bid is received from a Qualified Purchaser for an amount in excess of the Lessor Risk Amount, or if Agent agrees in its sole and absolute discretion to accept a bid for less than the Lessor Risk Amount, then on the Termination Date (i) the Vehicles shall be sold on an as-is, where-is basis (without recourse to or warranty from Agent and Lessors, except that the Vehicles are free of Lessor Liens), to the bidder, which is a Qualified Purchaser, selected by Lessee after consultation with Agent (the Purchaser), provided, however, that Lessee may not reject the highest bidder if the next highest bid is not at least equal to the Lessor Risk Amount; (ii) Lessee shall make the Vehicles available to the Purchaser in the same manner and in the same condition and otherwise in accordance with this Lease as if delivery were made to Agent pursuant to Article IX, (iii) such Purchaser shall pay the sale proceeds in immediately available funds to Agent for the benefit of Lessors, (iv) Lessee shall pay to Agent, for the benefit of the Lessors, in immediately available funds (x) all accrued unpaid Rent and all other amounts, if any then due and owing under this Lease, and (y) an amount equal to the excess, if any, of (A) the Termination Value as of the Termination Date over (B) the sale proceeds (but in no event shall such amount payable by Lessee under this clause (y) exceed the applicable Lessee Risk Amount), (v) Agent shall pay to Lessee in immediately available funds an amount equal to the excess, if any, of (A) the sale proceeds over (B) the Termination Value as of the Termination Date, (vi) title to the Vehicles shall be transferred to such Purchaser free and clear of Lessor Liens, and (vii) Agent, on behalf of Lessors, shall execute and deliver to Purchaser such documents as may be reasonably required to release the Vehicles from the terms and scope of this Lease (without representations or warranties, except that the Vehicles are free and clear of Lessor Liens), in such form as may be reasonably requested by Purchaser. If (x) Agent does not receive any bid in excess of the applicable Lessor Risk Amount from a Qualified Purchaser or Agent does not accept any bids received for less than the Lessor Risk Amount prior to the Termination Date or (y) the proposed sale to the Purchaser is not consummated prior to the Termination Date, Lessee shall have the option to purchase the Vehicles by paying to Agent within ten (10) Business Days of the Termination Date, in immediately available funds an amount equal to the applicable Termination Value as of the Termination Date. Lessee shall also pay to Agent (i) all accrued unpaid Rent payable on the Termination Date; (ii) the pro rata Variable Rent from the Termination Date to the date of such purchase; and (iii) all other fees and expenses and other amounts then due and payable pursuant to this Lease and the other Operative Agreements. If Lessee does not so elect to purchase the Vehicles pursuant to the immediately preceding sentence, Lessee shall pay to Agent an amount equal to the Lessee Risk Amount, Agent shall retain title to the Vehicles (or, if at such time Lessee holds title to the Vehicles, Lessee shall transfer title to Vehicles to Agent, without recourse, representations or warranties, except that the Vehicles are free and clear of Lessor Liens) and Lessee shall return the Vehicles to Agent in accordance with Article IX.

Sale Option. If Lessee elects the Sale Option, then during the period prior to the Termination Date, Date Lessee, as agent for Administrative Agent and Lessors and at no expense to Administrative Agent and Lessors, shall use its commercial best efforts to obtain bids for the purchase of all of the Equipment in immediately available funds on the such Termination Date of the Vehicles from prospective purchasers which are unaffiliated with Lessee and are financially capable of purchasing the Vehicles Equipment ("Qualified Purchasers"). The Administrative Agent may also, if it so desires, seek to obtain such bids. All bids received by Lessee or Administrative Agent, within five Business Days after receipt thereof, shall be certified to the other in writing setting forth the name and address of the party submitting each such bid and the amount and terms thereof. If any bid is received from a Qualified Purchaser for an amount in excess of the Lessor Risk Amount, Amount or if Agent agrees the Required Lessors agree in its their sole and absolute discretion to accept a bid for less than the such Lessor Risk Amount, then on the such Termination Date (i) the Vehicles Equipment shall be sold on an "as-is, ," "where-is is" basis (without recourse to or representation or warranty from Administrative Agent and Lessors, except that the Vehicles are Equipment is free and clear of Lessor Liens), to the bidder, which is a Qualified Purchaser, selected by Lessee after consultation with Administrative Agent (the "Purchaser"), provided, however, that Lessee the Required Lessors may not reject the highest bidder if the next highest bid is not at least equal to the such Lessor Risk Amount; (ii) Lessee shall make the Vehicles Equipment available to the Purchaser in the same manner and in the same condition and otherwise in accordance with this Lease as if delivery were made to Administrative Agent pursuant to Article IX, (iii) such Purchaser shall pay the sale proceeds in immediately available funds to Administrative Agent for the benefit of Lessors, to be distributed as provided in the next paragraph of this Section, (iv) Lessee shall pay to Administrative Agent, for the benefit of the Lessors, in immediately available funds (x) all accrued unpaid Rent and all other amounts, if any then due and owing under this Lease, and (y) an amount equal to the excess, if any, of (A) the Termination Value Lease Balance as of the Termination Date over (B) the sale proceeds (but in no event shall such amount payable by Lessee under this clause (y) exceed the applicable Lessee Risk Amount), to be distributed as provided in the next paragraph of this Section, (v) Agent shall pay to Lessee in immediately available funds an amount equal to the excess, if any, of (A) the sale proceeds over (B) the Termination Value as of the Termination Date, (vi) title to the Vehicles such Equipment shall be transferred to such Purchaser Purchaser, free and clear of Lessor Liens, and (viivi) Administrative Agent, on behalf of Lessors, shall execute and deliver to Purchaser such documents as may be reasonably required to release the Vehicles such Equipment from the terms and scope of this Lease (without representations or warranties, except that the Vehicles are such Equipment is free and clear of Lessor Liens), in such form as may be reasonably requested by Purchaser. Sales proceeds referred to in clause (iii) of the preceding paragraph and other amounts referred to in clause (iv)(y) of the preceding paragraph shall be distributed as follows, provided that if ABN AMRO Bank N.V.'s proportionate share of the Total Commitment increases or decreases from its current Commitment of fifteen percent (15%), a corresponding adjustment shall be made to the percentages set forth in clauses (a) and (b) below: (a) all sales proceeds up to the Lessor Risk Amount shall be distributed 78.81% to the Lessors (other than ABN AMRO Bank N.V.) (the "Other Lessors") on a pro rata basis, and 21.19% to ABN AMRO Bank N.V.; (b) all sales proceeds in excess of the Lessor Risk Amount (up to the Lessee Risk Amount) and the amount calculated under clause (iv)(y) of the immediately preceding paragraph shall be distributed 86.05% to the Other Lessors on a pro rata basis, and 13.95% to ABN AMRO Bank N.V.; and (c) all sales proceeds remaining after payment of the Lease Balance, plus all Rent and other amounts due and payable under this Lease and any other Operative Agreement, shall be distributed to Lessee. If (x) Administrative Agent does not receive any bid in excess of the applicable aggregate Lessor Risk Amount from a Qualified Purchaser or Administrative Agent does not accept any bids received for less than the Lessor Risk Amount prior to the Termination Date Date, Lessee shall have the option to, or (y) the proposed sale to the Purchaser is not consummated prior to the Termination Date, Lessee shall have the option to be required to, purchase the Vehicles such Equipment by paying to Administrative Agent within ten (10) Business Days of the Termination Date, in immediately available funds in an amount equal to the applicable Termination Value Lease Balance as of the Termination Date. In the event Lessee exercises such option or is so required to purchase such Equipment, Lessee shall also pay to Administrative Agent (i) all accrued unpaid Rent payable on the such Termination Date; (ii) the pro rata Variable Rent from the Termination Date to the date of such purchase; and (iii) all other fees and expenses and other amounts then due and payable pursuant to this Lease and the other Operative Agreements. If Lessee has the option to, but does not so elect to to, purchase all of the Vehicles Equipment pursuant to the immediately preceding sentence, Lessee shall pay to Administrative Agent an amount equal to (i) the Lessee Risk Amount, Amount plus (ii) the indemnity for Excessive Use set forth in Section 7.2 of the Participation Agreement; Administrative Agent shall retain title to the Vehicles (or, if at such time Lessee holds title to the Vehicles, Lessee shall transfer title to Vehicles to Agent, without recourse, representations or warranties, except that the Vehicles are free and clear of Lessor Liens) Equipment and Lessee shall return the Vehicles such Equipment to Administrative Agent in accordance with Article IX.

Sale Option. If Lessee elects the Sale Option, then during the period prior to the Termination DateDate applicable to each Lease Supplement, Lessee, as agent for Agent and Lessors and at no expense to Agent and Lessors, shall use its commercial best efforts to obtain bids for the purchase in immediately available funds on the such Termination Date of the Vehicles from prospective purchasers which are unaffiliated with Lessee and are financially capable of purchasing the Vehicles ("Qualified Purchasers"). The Agent may also, if it so desires, seek to obtain such bids. All bids received by Lessee or Agent, within five Business Days after receipt thereof, shall be certified to the other in writing setting forth the name and address of the party submitting each such bid and the amount and terms thereof. If any bid is received from a Qualified Purchaser for an amount in excess of the Lease Supplement Lessor Risk AmountAmount with respect to such Lease Supplement, or if Agent agrees in its sole and absolute discretion to accept a bid for less than the Lease Supplement Lessor Risk Amount, then on the such Termination Date (i) the Vehicles shall be sold on an "as-is, ," "where-is is" basis (without recourse to or warranty from Agent and Lessors, except that the Vehicles are free of Lessor Liens), to the bidder, which is a Qualified Purchaser, selected by Lessee after consultation with Agent (the "Purchaser"), provided, however, that Lessee Agent may not reject the highest bidder if the next highest bid is not at least equal to the such Lease Supplement Lessor Risk Amount; (ii) Lessee shall make the Vehicles available to the Purchaser in the same manner and in the same condition and otherwise in accordance with this Lease as if delivery were made to Agent pursuant to Article IX, (iii) such Purchaser shall pay the sale proceeds in immediately available funds to Agent for the benefit of Lessors, (iv) Lessee shall pay to Agent, for the benefit of the Lessors, in immediately available funds (x) all accrued unpaid Rent and all other amounts, if any then due and owing under this Lease, and (y) an amount equal to the excess, if any, of (A) the Termination Value as of the Termination Date over (B) the sale proceeds (but in no event shall such amount payable by Lessee under this clause (y) exceed the applicable Lessee Risk Amount), (v) Agent shall pay to Lessee in immediately available funds an amount equal to the excess, if any, of (A) the sale proceeds over (B) the Termination Value as of the Termination Date, (vi) title to the such Vehicles shall be transferred to such Purchaser free free, and clear of Lessor Liens, and (viivi) Agent, on behalf of Lessors, shall execute and deliver to Purchaser such documents as may be reasonably required to release the such Vehicles from the terms and scope of this Lease (without representations or warranties, except that the such Vehicles are free and clear of Lessor Liens), in such form as may be reasonably requested by Purchaser. If (x) Agent does not receive any bid in excess of the applicable Lease Supplement Lessor Risk Amount from a Qualified Purchaser or Agent does not accept any bids received for less than the Lease Supplement Lessor Risk Amount prior to the applicable Termination Date Lessee shall have the option to, or (y) the proposed sale to the Purchaser is not consummated prior to the applicable Termination Date, Lessee shall have the option to be required to, purchase the such Vehicles by paying to Agent within ten (10) Business Days of the Termination Date, in immediately available funds an amount equal to the applicable Termination Value as of the applicable Termination Date. In the event Lessee exercises such option or is so required to purchase such Vehicles, Lessee shall also pay to Agent (i) all accrued unpaid Rent payable on the such Termination Date; (ii) the pro rata Variable Rent from the Termination Date to the date of such purchase; and (iii) all other fees and expenses and other amounts then due and payable pursuant to this Lease and the other Operative Agreements. If Lessee has the option to, but does not so elect to to, purchase the such Vehicles pursuant to the immediately preceding sentence, Lessee shall pay to Agent an amount equal to (i) the applicable Lease Supplement Lessee Risk AmountAmount plus (ii) the indemnity for Excessive Use set forth in Section 7.2 of the Participation Agreement, Agent shall retain title to the such Vehicles (or, if at such time Lessee holds title to the such Vehicles, Lessee shall transfer title to such Vehicles to Agent, without recourse, representations or warranties, except that the such Vehicles are free and clear of Lessor Liens) and Lessee shall return the such Vehicles to Agent in accordance with Article IX.

Sale Option. If Lessee elects the Sale Option, then during the period prior to the Termination Date, Lessee, as agent for Agent and Lessors and at no expense to Agent and Lessors, shall use its commercial best efforts to obtain bids for the purchase in immediately available funds on the Termination Date of the Vehicles from prospective purchasers which are unaffiliated with Lessee and are financially capable of purchasing the Vehicles ("Qualified Purchasers"). The Agent may also, if it so desires, seek to obtain such bids. All bids received by Lessee or Agent, within five Business Days after receipt thereof, shall be certified to the other in writing setting forth the name and address of the party submitting each such bid and the amount and terms thereof. If any bid is received from a Qualified Purchaser for an amount in excess of the Lessor Risk Amount, or if Agent agrees in its sole and absolute discretion to accept a bid for less than the Lessor Risk Amount, then on the Termination Date (i) the Vehicles shall be sold on an "as-is, ," "where-is is" basis (without recourse to or warranty from Agent and Lessors, except that the Vehicles are free of Lessor Liens), to the bidder, which is a Qualified Purchaser, selected by Lessee after consultation with Agent (the "Purchaser"), provided, however, that Lessee may not reject the highest bidder if the next highest bid is not at least equal to the Lessor Risk Amount; (ii) Lessee shall make the Vehicles available to the Purchaser in the same manner and in the same condition and otherwise in accordance with this Lease as if delivery were made to Agent pursuant to Article IX, (iii) such Purchaser shall pay the sale proceeds in immediately available funds to Agent for the benefit of Lessors, (iv) Lessee shall pay to Agent, for the benefit of the LessorsLessor, in immediately available funds (x) all accrued unpaid Rent and all other amounts, if any then due and owing under this Lease, and (y) an amount equal to the excess, if any, of (A) the Termination Value as of the Termination Date over (B) the sale proceeds (but in no event shall such amount payable by Lessee under this clause (y) exceed the applicable Lessee Risk Amount), (v) Agent shall pay to Lessee in immediately available funds an amount equal to the excess, if any, of (A) the sale proceeds over (B) the Termination Value as of the Termination Date, (vi) title to the Vehicles shall be transferred to such Purchaser free free, and clear of Lessor Liens, and (viivi) Agent, on behalf of Lessors, shall execute and deliver to Purchaser such documents as may be reasonably required to release the Vehicles from the terms and scope of this Lease (without representations or warranties, except that the Vehicles are free and clear of Lessor Liens), in such form as may be reasonably requested by Purchaser. If (x) Agent does not receive any bid in excess of the applicable Lessor Risk Amount from a Qualified Purchaser or Agent does not accept any bids received for less than the Lessor Risk Amount prior to the Termination Date or (y) the proposed sale to the Purchaser is not consummated prior to the Termination Date, Lessee shall have the option to purchase the Vehicles by paying to Agent within ten (10) Business Days of the Termination Date, in immediately available funds an amount equal to the applicable Termination Value as of the Termination Date. Lessee shall also pay to Agent (i) all accrued unpaid Rent payable on the Termination Date; (ii) the pro rata Variable Rent from the Termination Date to the date of such purchase; and (iii) all other fees and expenses and other amounts then due and payable pursuant to this Lease and the other Operative Agreements. If Lessee does not so elect to purchase the Vehicles pursuant to the immediately preceding sentence, Lessee shall pay to Agent an amount equal to the Lessee Risk Amount, Agent shall retain title to the Vehicles (or, if at such time Lessee holds title to the Vehicles, Lessee shall transfer title to Vehicles to Agent, without recourse, representations or warranties, except that the Vehicles are free and clear of Lessor Liens) and Lessee shall return the Vehicles to Agent in accordance with Article IX.

Sale Option. If Subject to the fulfillment of each of the conditions set forth in Section 6(d)(2) below, Lessee may cause all (but not less than all) of the Sites subject to the Lease Supplements to be sold no more than 30 days prior to the Expiration Date for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "SALE OPTION"); provided that each Land Interest and the Improvements thereon shall be sold to the same Person or Persons and all Sites shall be sold to one or more Persons in the same transaction. In the event Lessee timely elects the Sale Option, then during on the period day on which the sale of the Land Interests and the Improvements thereon are consummated, Lessee will pay as Supplemental Rent to Lessor the amounts determined in accordance with Section 6(d)(3) until the Property Balance and all other amounts payable under the Operative Documents have been paid in full. In the event that the Lessee timely exercises the Sale Option, if the Participants determine in good faith that they will not be paid in full pursuant to the Sale Option (taking into account all amounts payable under Section 6(d)(3)(iii) below, or the Lessee delivers a Loss Bid Notice in accordance with Section 6(d)(3) below, the Lessor may, at its option, at any time prior to the Termination Dateclosing of such sale, Lessee, as agent for Agent and Lessors and at no expense to Agent and Lessors, shall use its commercial best efforts to obtain bids for the purchase in immediately available funds on the Termination Date lieu of the Vehicles from prospective purchasers which are unaffiliated with Lessee and are financially capable of purchasing causing the Vehicles (Qualified Purchasers). The Agent may also, if it so desires, seek to obtain such bids. All bids received by Lessee or Agent, within five Business Days after receipt thereof, shall be certified to the other in writing setting forth the name and address sale of the party submitting each such bid and the amount and terms thereof. If any bid is received from a Qualified Purchaser for an amount in excess applicable Sites, elect to receive payment of the Lessor Risk AmountApplicable Percentage Amount for each of those Sites, or if Agent agrees in its sole and absolute discretion to accept a bid for less than the Lessor Risk Amount, then on the Termination Date (i) the Vehicles shall be sold on an as-is, where-is basis (without recourse to or warranty from Agent and Lessors, except that the Vehicles are free of Lessor Liens), to the bidder, which is a Qualified Purchaser, selected by Lessee after consultation with Agent (the Purchaser), provided, however, that Lessee may not reject the highest bidder if the next highest bid is not at least equal to the Lessor Risk Amount; (ii) Lessee shall make the Vehicles available to the Purchaser in the same manner and in the same condition and otherwise in accordance with this Lease as if delivery were made to Agent pursuant to Article IX, (iii) such Purchaser shall pay the sale proceeds in immediately available funds to Agent for the benefit of Lessors, (iv) Lessee shall pay to Agent, for the benefit plus 100% of the LessorsLand Interest Lease Balance, in immediately available funds (x) plus all accrued unpaid Supplemental Rent and all other amounts, if any then due and owing under payable and upon receipt of such payment in full of those amounts terminate this Lease, Lease and (y) an amount equal the Lease Supplements with respect to the excessapplicable Sites. If Lessor so requires, if any, of (A) the Termination Value as of the Termination Date over (B) the sale proceeds (but in no event shall such amount payable by Lessee under this clause (y) exceed the applicable Lessee Risk Amount), (v) Agent shall pay to Lessee in immediately available funds an amount equal to the excess, if any, of (A) the sale proceeds over (B) the Termination Value as of the Termination Date, (vi) title to the Vehicles shall be transferred to such Purchaser free and clear of Lessor Liens, and (vii) Agent, on behalf of Lessors, shall execute and deliver to Purchaser such Lessor documents as in form and substance satisfactory to Lessor releasing Lessee's interest in the Sites. Lessee (at its expense) may be reasonably required to release provide documents for execution and delivery by Lessor evidencing the Vehicles from the terms and scope termination of this Lease (without representations or warranties, except that the Vehicles are free in form and clear of Lessor Liens), in such form as may be reasonably requested by Purchaser. If (x) Agent does not receive any bid in excess of the applicable Lessor Risk Amount from a Qualified Purchaser or Agent does not accept any bids received for less than the Lessor Risk Amount prior substance satisfactory to the Termination Date or (y) the proposed sale to the Purchaser is not consummated prior to the Termination Date, Lessee shall have the option to purchase the Vehicles by paying to Agent within ten (10) Business Days of the Termination Date, in immediately available funds an amount equal to the applicable Termination Value as of the Termination Date. Lessee shall also pay to Agent (i) all accrued unpaid Rent payable on the Termination Date; (ii) the pro rata Variable Rent from the Termination Date to the date of such purchase; and (iii) all other fees and expenses and other amounts then due and payable pursuant to this Lease and the other Operative Agreements. If Lessee does not so elect to purchase the Vehicles pursuant to the immediately preceding sentence, Lessee shall pay to Agent an amount equal to the Lessee Risk Amount, Agent shall retain title to the Vehicles (or, if at such time Lessee holds title to the Vehicles, Lessee shall transfer title to Vehicles to Agent, without recourse, representations or warranties, except that the Vehicles are free and clear of Lessor Liens) and Lessee shall return the Vehicles to Agent in accordance with Article IXLessor.