Common use of Sale Procedure Clause in Contracts

Sale Procedure. (a) During the Marketing Period, Lessee, on behalf of the Lessor, shall obtain bids for the cash purchase of the Properties in connection with a sale to one or more purchasers to be consummated on the Expiration Date (the "Sale Date") for the highest price available, shall notify Lessor --------- promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date unless such amounts have been otherwise paid at such time, Lessee shall pay (or cause to be paid) to Lessor the sum of all costs and expenses referred to in clause FIRST of Section 22.2, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not -------- ------- reject the bids submitted by the Lessee if such bids, in the aggregate, are greater than or equal to the sum of the Limited Recourse Amount for the Properties, plus all costs and expenses referred to in clause FIRST of

Sale Procedure. (a) During the applicable Marketing Period, Lessee, on behalf of the Lessor, shall obtain bids for the cash purchase of the Properties applicable portion of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the related Expiration Date or such earlier date as is acceptable to the Agent and the Lessee (the each, a "Sale Date") for the highest price available, shall notify Lessor --------- promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Sale Date, such portion of the Property shall be sold for one aggregate cash price amount. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date unless such amounts have been otherwise paid at such timeDate, Lessee shall pay (or cause to be paid) to Lessor the sum of and all costs and expenses referred to in clause FIRST of Section 22.2other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. Agreement and Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding (at the foregoing, Lessor may not -------- ------- reject the bids submitted by the Lessee if such bids, in the aggregate, are greater than or equal to the sum direction of the Limited Recourse Amount for Agent) shall elect whether the Properties, plus all costs and expenses referred to in clause FIRST incurred by Lessor and/or the Agent respecting the sale of the applicable portion of the Property shall be paid by either (i) sales proceeds from such portion of

Sale Procedure. (a) With respect to the Property, unless Lessee -------------- shall have elected to purchase the Property or the Beneficiary Interest and has paid the Purchase Option Price or the BI Purchase Option Price with respect thereto, or otherwise terminated this Lease with respect thereto and paid the Termination Value, Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount as provided for in Section 21.1(c), and (ii) sell the Property, as a whole, to a third party for cash in accordance with Section 21.1(b). (b) During the Marketing Period, Lessee, on behalf of the as nonexclusive broker for Lessor, shall use its best efforts to obtain bids for the cash purchase of the Properties in connection with a sale to one or more purchasers to be consummated on the Expiration Date (the "Sale Date") Property for the highest price availableavailable in the relevant market, shall notify Lessor --------- promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date unless such amounts have been otherwise paid at such time, Lessee shall pay (or cause to be paid) to Lessor the sum of all costs and expenses referred to in clause FIRST of Section 22.2, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, -------- however, that notwithstanding the foregoing, Lessor may not -------- ------- reject the bids submitted by the Lessee a bid if such bids------- bid, in the aggregatetogether with any amounts to be paid pursuant to Section 21.3, are is greater than or equal to the sum of the Limited Recourse Deficiency Amount for the Properties, plus and all costs and expenses referred to in clause FIRST ofSection 21.2(i) and is a bona fide offer by a third party purchaser who is not an Affiliate of Lessee. If the price which a prospective purchaser shall have offered to pay for the Property is less than the sum of the Limited Deficiency Amount and all costs and expenses referred to in Section 21.2(i), Lessor may elect to retain the Property by giving Lessee at least ten (10) days' prior written notice of Lessor's election to retain the Property, and upon receipt of such notice, Lessee shall surrender the Property to Lessor pursuant to Section 10.

Sale Procedure. (a) During the Marketing Period, Lessee, on behalf of the Lessor, shall obtain bids for the cash purchase of the Properties Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Expiration Date (the "Sale Date") for the highest price available, shall notify Lessor --------- promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date unless such amounts have been otherwise paid at such time, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the sum of all costs and expenses referred to in clause FIRST of Section 22.2, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. Before any bids have been accepted and at least sixty (60) days prior to the Expiration Date, Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not -------- ------- reject the bids submitted by the Lessee if such bids, in the aggregate, are greater than or equal to the sum of the Limited Recourse Amount and represent bona fide offers from one (1) or more third party purchasers. If the price which a prospective purchaser or the prospective purchasers shall have offered to pay for the Properties, plus all costs and expenses referred to in clause FIRST ofProperty on the

Sale Procedure. (a) With respect to each piece of Equipment -------------- (unless Lessee shall have elected to (x) substitute such Equipment pursuant to Section 30, (y) purchase 20 such Equipment and has paid the relevant purchase price pursuant to Section 20.1 or 20.2 with respect thereto, or (z) otherwise terminated this Lease and paid the Termination Value with respect thereto) Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount for such piece of Equipment as provided for in Section 21.1(c), and (ii) sell such piece of Equipment, to one or more third parties for cash in accordance with Section 21.1(b). (b) During the Marketing Period, Lessee, on behalf of the as nonexclusive broker for Lessor, shall use its best efforts to obtain bids for the cash purchase of the Properties in connection with a sale to one or more purchasers to be consummated on the Expiration Date (the "Sale Date") each piece of Equipment, being sold for the highest price availableavailable in the relevant market, shall notify Lessor --------- promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property piece of Equipment and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date unless such amounts have been otherwise paid at such time, Lessee shall pay (or cause to be paid) to Lessor the sum of all costs and expenses referred to in clause FIRST of Section 22.2, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not -------- ------- not reject the bids submitted by the Lessee a bid if such bidsbid, in the aggregatetogether with any amounts to be paid pursuant to Section 21.3, are is greater than or equal to the sum of the Limited Recourse Deficiency Amount for the Properties, plus and all costs and expenses referred to in clause FIRST ofSection 21.2(i) and is a bona fide offer by a third party purchaser who is not an Affiliate of Lessee. If the price which a prospective purchaser shall have offered to pay for all or any of the Equipment is less than the sum of the Limited Deficiency Amount and all costs and expenses referred to in Section 21.2(i), Lessor may elect to retain the Equipment by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the Equipment, and upon receipt of such notice, Lessee shall surrender the Equipment to Lessor pursuant to Section 10.

Sale Procedure. (i) Provided that no Default shall have occurred and be continuing, at the expiration of the Basic Term or any Fixed Rate Renewal Term, unless Lessee shall have (a) elected to exercise the next succeeding Fixed Rate Renewal Term, (b) elected to purchase the Equipment and paid the Purchase Option Price with respect thereto and all Rent and other amounts then due with respect thereto, (c) otherwise terminated this Lease with respect thereto and paid the Termination Value and all Rent and other amounts then due with respect thereto, or (d) arranged for a third party to purchase all of the interests of the Lessor in the Equipment and the Operative Documents, such purchase to be for at least 100% of all amounts due to Lessor under this Lease, plus the reasonable costs and expenses of Lessor and Investor in connection therewith, Lessee shall be required to remarket the Equipment, in which event Lessee shall (x) pay to Lessor the Maximum Residual Guarantee Amount for the Equipment in accordance with Section 20(a)(iii), and (y) sell the Equipment to one or more third parties for cash in accordance with Section 20(a)(ii). (ii) During the Marketing Period, Lessee, on behalf of the as nonexclusive broker for Lessor, shall use its commercially reasonable best efforts to obtain bids for the cash purchase of the Properties in connection with a sale to one or more purchasers to be consummated on the Expiration Date (the "Sale Date") Equipment for the highest price availableavailable in the relevant market, shall notify Lessor --------- promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property the Equipment and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date unless such amounts have been otherwise paid at such time, Lessee shall pay (or cause to be paid) to Lessor the sum of all costs and expenses referred to in clause FIRST of Section 22.2, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not -------- ------- reject the bids submitted by the Lessee a bid if such bids, in the aggregate, are bid is greater than or equal to the sum of the Limited Recourse Amount for the Properties, plus and all costs and expenses referred of sale and is a bona fide offer by a third party purchaser who is not an Affiliate of Lessee. If the price which prospective purchasers shall have offered to pay for the Equipment is less than the sum of the Limited Recourse Amount and all costs and expenses of sale, Lessor may elect to retain the Equipment by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the Equipment, and upon receipt of such notice, Lessee shall return the Equipment to Lessor pursuant to Section 13. Unless Lessor shall have elected to retain the Equipment pursuant to the preceding sentence, Lessor shall sell the Equipment free of any Lessor Liens attributable to it, without recourse or warranty, for cash to the purchaser or purchasers identified by Lessee or Lessor, as the case may be, and Lessee shall deliver the Equipment to such purchaser in clause FIRST ofthe condition specified in Section 13. (iii) On the date during the Marketing Period on which the Equipment is sold pursuant to Section 20(a)(ii), or on the Lease Termination Date if the Equipment remains unsold, Lessee shall pay to Lessor the Maximum Residual Guarantee Amount plus Basic Rent and all other amounts then due and owing under the Lease for the Equipment (after taking into account the application of the proceeds of any such sale pursuant to Section 20(b)).