Common use of Sale Option Procedures Clause in Contracts

Sale Option Procedures. If Lessee elects the Sale Option, Lessee shall use its best commercial efforts to obtain the highest all cash purchase price for the Units. All costs related to such sale including, without limitation, the cost of sales agents, removal of the Units, delivery of documents to any location designated by a buyer within the continental United States, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, any advertisement or other similar costs, or other information and of any parts, configurations or repairs, or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required by a buyer or prospective buyer shall be borne entirely by Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from any of the Proceeds. Neither Lessor, Agent nor any Participant shall have any responsibility for procuring any purchaser. If, nevertheless, Lessor, Agent or any Participant undertakes any sales efforts, Lessee shall promptly reimburse such Person for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. Upon a sale pursuant to the Sale Option, the Units shall be in the condition required by Section 5.3 and shall be free and clear of all Liens other than Certificate Trustee Liens. Any purchaser or purchasers of the Units shall not in any way be affiliated with Lessee or have any understanding or arrangement with Lessee regarding the future use of the Units. On the Termination Date, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's right, title and interest in the Units or cause the Units to be so transferred to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee Liens, transfer by quitclaim or otherwise release, as appropriate, Lessor's right, title and interest in and to the Units to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent all of the amounts contemplated in Section 9.1(b).

Sale Option Procedures. (a) If Lessee elects the Sale Option, Lessee shall use its best reasonable commercial efforts to obtain the highest all cash purchase price for the UnitsItems of Equipment. All costs related to such sale and delivery (including during the Extended Remarketing Period), including, without limitation, the cost of sales agents, removal of the UnitsItems of Equipment, delivery of documents and the Items of Equipment to any location designated by a buyer within the continental United States, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, commissions, escrow fees, filing fees, appraisal fees, license fees, transfer taxes, any advertisement or other similar costs, or other information and of any parts, configurations or repairsconfigurations, repairs or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required desired by a buyer or prospective buyer shall buyer, re-installation of the Items of Equipment in the manner and at the location or locations required by a buyer, the cost of storage and insurance during the Extended Remarketing Period as provided in Section 15.6(b) and the costs associated with the satisfaction of the conditions set forth in Section 15.4(b) below shall, except as provided in the following provisos, be borne entirely by Lessee, without regard to whether such costs were incurred by Agent, Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from the Sale Proceeds for the benefit of Lessee; provided, that Lessee shall in no event be liable for costs (other than de-installation costs, which shall in all cases be borne by Lessee) described in this clause (a) which, in aggregate, exceed $4,514,313; provided, further that in the event that Lessor pays any of the Proceedscosts described in this clause (a) (other than de-installation costs, which shall in all cases be borne by Lessee) as a result of such costs (other than de-installation costs, which shall in all cases be borne by Lessee) aggregating in excess of $4,514,313, Lessor shall be entitled to reimbursement of such payments from the Sale Proceeds prior to the Agent returning any excess Sale Proceeds to the Lessee pursuant to Section 15.1(b), but in no event shall Lessor be entitled to make any claim against Lessee under Article XI for reimbursement or indemnification of such payments made by Lessor. Neither Lessor, Agent nor any Participant Lessor shall have any responsibility for procuring any purchaser. If, nevertheless, Agent or Lessor, Agent or any Participant undertakes any sales efforts, Lessee shall shall, subject to the preceding sentence, promptly reimburse such Person Agent and/or Lessor for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. Upon a sale pursuant to the Sale Option, the Units Items of Equipment shall be in at least the condition required by Section 5.3 and shall be free and clear of all Liens other than Certificate Trustee Liens12.2(b). Any purchaser or purchasers of the Units Items of Equipment shall not in any way be affiliated with an Affiliate of Lessee or have any understanding or arrangement with Lessee regarding the future use of the UnitsItems of Equipment. On the Termination Datelast day of the Lease Term, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's right, title and interest in the Units Items of Equipment, or cause the Units Items of Equipment to be so transferred transferred, to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee LiensLessor Liens attributable to it, transfer by quitclaim or otherwise release, as appropriate, Lessor's right, title and interest in and to the Units Items of Equipment to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent Lessor all of the amounts contemplated in Section 9.1(b15.1(b).

Sale Option Procedures. (a) If Lessee elects the Sale Option, Lessee shall use its best reasonable commercial efforts to obtain the highest all cash purchase price for the UnitsItems of Equipment. All costs related to such sale and delivery (including during the Extended Remarketing Period), including, without limitation, the cost of sales agents, removal of the UnitsItems of Equipment, delivery of documents and the Items of Equipment to any location designated by a buyer within the continental United States, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, commissions, escrow fees, filing fees, appraisal fees, license fees, transfer taxes, any advertisement or other similar costs, or other information and of any parts, configurations or repairsconfigurations, repairs or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required desired by a buyer or prospective buyer shall buyer, re-installation of the Items of Equipment in the manner and at the location or locations required by a buyer, the cost of storage and insurance during the Extended Remarketing Period as provided in Section 15.6(b) and the costs associated with the satisfaction of the conditions set forth in Section 15.4(b) below shall, except as provided in the following provisos, be borne entirely by Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from the Sale Proceeds for the benefit of Lessee; provided, that Lessee shall in no event be liable for costs (other than de-installation costs, which shall in all cases be borne by Lessee) described in this clause (a) which, in aggregate, exceed $5,366,000; provided, further that in the event that Lessor pays any of the Proceedscosts described in this clause (a) (other than de-installation costs, which shall in all cases be borne by Lessee) as a result of such costs (other than de-installation costs, which shall in all cases be borne by Lessee) aggregating in excess of $5,366,000, Lessor shall be entitled to reimbursement of such payments from the Sale Proceeds prior to the Agent returning any excess Sale Proceeds to the Lessee pursuant to Section 15.1(b), but in no event shall Lessor be entitled to make any claim against Lessee under Article XI for reimbursement or indemnification of such payments made by Lessor. Neither Lessor, Agent nor any Participant Lessor shall have any responsibility for procuring any purchaser. If, nevertheless, Lessor, Agent or any Participant Lessor undertakes any sales efforts, Lessee shall shall, subject to the preceding sentence, promptly reimburse such Person Agent and/or Lessor for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' ’ fees. Upon a sale pursuant to the Sale Option, the Units Items of Equipment shall be in at least the condition required by Section 5.3 and shall be free and clear of all Liens other than Certificate Trustee Liens12.2(b). Any purchaser or purchasers of the Units Items of Equipment shall not in any way be affiliated with an Affiliate of Lessee or have any understanding or arrangement with Lessee regarding the future use of the UnitsItems of Equipment. On the Termination Datelast day of the Lease Term, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's ’s right, title and interest in the Units Items of Equipment, or cause the Units Items of Equipment to be so transferred transferred, to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee LiensLessor Liens attributable to it, transfer by quitclaim or otherwise release, as appropriate, Lessor's ’s right, title and interest in and to the Units Items of Equipment to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent Lessor all of the amounts contemplated in Section 9.1(b15.1(b).

Sale Option Procedures. If Lessee elects Lessees elect the Sale Option, each Lessee shall use its best commercial efforts to obtain the highest all cash purchase price for the UnitsVehicles covered by Lease Supplements to which it is a party. All costs related to such sale and delivery, including, without limitation, the cost of sales agents, removal of the UnitsVehicles, delivery of documents to any location designated by a buyer within the continental United Statesand Vehicles, certification and testing of the Units Vehicles in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, any advertisement or other similar costs, or other information and of any parts, configurations or repairsconfigurations, repairs or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required desired by a buyer or prospective buyer shall be borne entirely by LesseeLessees, without regard to whether such costs were incurred by LessorAgent, Lessee Lessees or any potentially qualified buyer, and shall in no event be paid from any of the Proceeds. Neither Lessor, Agent nor any Participant Lessor shall have any responsibility for procuring any purchaser. If, nevertheless, Agent, at the direction of the Required Lessors, or any Lessor, Agent or any Participant undertakes any sales efforts, Lessee Lessees shall promptly reimburse Agent and/or any such Person Lessor for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. Upon a sale pursuant to the Sale Option, the Units Vehicles shall be in the condition required by Section 5.3 and shall have been maintained in good appearance for comparable equipment of an equivalent period of service. Agent, at the direction of the Required Lessors, shall determine whether to accept the highest all cash offer for the Vehicles, which determination shall be free and clear of all Liens other than Certificate Trustee Liensmade by the Required Lessors. Any purchaser or purchasers of the Units Vehicles shall not in any way be affiliated with any Lessee or have any understanding or arrangement with Lessee regarding the future use of the Units. On the Termination Date, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's right, title and interest in the Units or cause the Units to be so transferred to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee Liens, transfer by quitclaim or otherwise release, as appropriate, Lessor's right, title and interest in and to the Units to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent all of the amounts contemplated in Section 9.1(b)Guarantor.

Sale Option Procedures. If Lessee elects Lessees elect the Sale Option, Lessee Lessees shall use its their best commercial efforts to obtain the highest all cash purchase price for the Units. All costs reasonably related to such sale and delivery, including, without limitation, the cost of sales agents, removal of the Units, delivery of documents and Units to any location designated by a buyer within the continental United States, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, any advertisement or other similar costs, or other information and of any parts, configurations or repairsconfigurations, repairs or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required desired by a buyer or prospective buyer shall be borne entirely by LesseeLessees, without regard to whether such costs were incurred by Lessor, Lessee Lessees or any potentially qualified buyer, and shall in no event be paid from any of the Proceeds. Neither Lessor, Agent Lessor nor any Participant Certificate Purchaser shall have any responsibility for procuring any purchaser. If, nevertheless, LessorLessor at the direction of any Certificate Purchaser, Agent or any Participant undertakes any sales efforts, Lessee shall Lessees shall, on a joint and several basis, promptly reimburse Lessor and/or any such Person Certificate Purchaser for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. Upon a sale pursuant to the Sale Option, the Units shall be (i) in the condition required by Section 5.3 and shall Article V (and, in any event, in condition to be placed in immediate revenue service), (ii) free and clear of all any Liens (other than Certificate Trustee Liens described in clauses (i) through (iv) of the definition of Permitted Liens) and (iii) accompanied by all then current plans, specifications and operating maintenance and repair manuals relating to such Units. Lessor shall determine whether to accept the highest all cash offer for the Units. Any purchaser or purchasers of the Units shall not in any way be affiliated with any Lessee or have any understanding or arrangement with any Lessee regarding the future use of the Units. On the Termination Date, so long as no Lease Event of Default or Lease Incipient Default exists: (i) Lessee Lessees shall transfer all of Lessee's Lessees' right, title and interest in the Units Units, or cause the Units to be so transferred transferred, to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee Lessees of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee Lessor Liens, transfer by quitclaim or otherwise release, as appropriate, Lessor's Lessors' right, title and interest in and to the Units to such purchaser or purchasers; and (iii) Lessee shall Lessees shall, on a joint and several basis, simultaneously pay to Agent Lessor all of the amounts contemplated in Section 9.1(b11.1(c).

Sale Option Procedures. If Lessee elects the a Sale OptionOption with respect to any Lease Supplement, Lessee shall use its best commercial efforts to obtain the highest all cash purchase price for all of the UnitsLease Supplement Equipment then subject to such Lease Supplement, and Lessee shall comply with Section 9.1 hereof. All costs related to such sale includingand delivery, without limitation, including the reasonable cost of sales agents, removal of the UnitsEquipment, delivery of documents and the Equipment to any location designated by a buyer within the continental United States, certification certification, installation and testing of the Units Equipment in any reasonable location chosen by the buyer or prospective buyer, reasonable legal costs, reasonable costs of notices, any advertisement or other similar costs, costs or other information and of any parts, configurations or repairs, or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required by a buyer or prospective buyer parts shall be borne entirely by Lessee, without regard to whether such costs were incurred by Agent, Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from any of the Proceeds. Neither LessorAgent, Agent Lessor nor any Participant shall have any responsibility for procuring any purchaser. If, nevertheless, Lessor, Agent or any Participant at the direction of the Required Participants, undertakes any sales efforts, Lessee shall promptly reimburse Agent, Lessor and/or any such Person Participant for any reasonable charges, costs and expenses incurred in such effort, including any allocated reasonable time charges, costs and expenses of internal counsel or other reasonable attorneys' fees. Upon a sale of any Lease Supplement Equipment pursuant to the Sale Option, the Units such Lease Supplement Equipment shall be in the condition required by Section 5.3 and Liens for Taxes not yet due and payable (which shall be the responsibility of Lessee for the period prior to the sale) and shall be free and clear of all Liens (including Permitted Liens, other than Certificate Trustee Lessor Liens), and Lessee shall cause all such Lease Supplement Equipment to be delivered to such location or locations designated by the buyer thereof. Lessor (A) at the direction of the Required Participants, shall determine whether to accept the highest all cash offer for such Lease Supplement Equipment which determination shall be made by the Required Participants, and (B) if accepted by the Required Participants, Lessee shall sell such Lease Supplement Equipment in accordance with the terms of such offer to the buyer submitting such offer; provided that Lessor shall not be entitled to reject the highest all cash offer for such Lease Supplement Equipment if the Proceeds from the sale of such Lease Supplement Equipment pursuant to such offer would be sufficient, together with the sum of the amounts referred to in clauses (i) and (ii) of Section 11.1(c), to reduce such Lease Supplement Balance to $0. If, within 45 days prior to the relevant Expiration Date relating to a Sale Option with respect to any Lease Supplement, Lessee has not obtained an all cash purchase price for the relevant Lease Supplement Equipment that would provide Proceeds sufficient, together with such amounts referred to in clauses (i) and (ii) of Section 11.1(c), to reduce such Lease Supplement Balance to $0, then any Participant may request the Lease Term Appraisal with respect to such Lease Supplement Equipment described in Section 11.4 and, if such Lease Term Appraisal is requested, receipt of such Lease Term Appraisal at least ten (10) Business Days prior to the relevant Expiration Date relating to such Sale Option shall be a condition to the consummation of the sale of such Lease Supplement Equipment on such Expiration Date. Any purchaser or purchasers of the Units any Equipment shall not in any way be affiliated with Lessee or have any understanding or arrangement with Lessee regarding the future use of the Units. On the Termination Date, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's right, title and interest in the Units or cause the Units to be so transferred to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee Liens, transfer by quitclaim or otherwise release, as appropriate, Lessor's right, title and interest in and to the Units to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent all of the amounts contemplated in Section 9.1(b).

Sale Option Procedures. (a) If Lessee elects the Sale Option, Lessee shall use its best reasonable commercial efforts to obtain the highest all cash purchase price for the UnitsItems of Equipment. All costs related to such sale and delivery, including, without limitation, the cost of sales agents, removal of the UnitsItems of Equipment, delivery of documents and the Items of Equipment to any location designated by a buyer within the continental United States, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, commissions, escrow fees, filing fees, appraisal fees, license fees, transfer taxes, any advertisement or other similar costs, or other information and of any parts, configurations or repairsconfigurations, repairs or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required desired by a buyer or prospective buyer and the costs associated with the satisfaction of the conditions set forth in Section 12.4(b) below shall be borne entirely by Lessee, without regard to whether such costs were incurred by Agent, Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from any of the Sale Proceeds. Neither Lessor, Agent nor any Participant Lessor shall have any responsibility for procuring any purchaser. If, nevertheless, Agent, at the direction of the Participants, or Lessor, Agent or any Participant undertakes any sales efforts, Lessee shall promptly reimburse such Person Agent and/or Lessor for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. Upon a sale pursuant to the Sale Option, the Units Items of Equipment shall be in at least the condition required by Section 5.3 and 9.2(b). Lessor shall determine whether to accept the highest all cash offer for the Items of Equipment, which determination shall be free and clear of all Liens other than Certificate Trustee Liensmade by the Participants. Any purchaser or purchasers of the Units Items of Equipment shall not in any way be affiliated with an Affiliate of Lessee or have any understanding or arrangement with Lessee regarding the future use of the UnitsItems of Equipment. On the Termination Datelast day of the Base Term or Renewal Term, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's right, title and interest in LSI Logic Trust No. 2001-A Lease Intended as Security the Units Items of Equipment, or cause the Units Items of Equipment to be so transferred transferred, to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee Lessor Liens, transfer by quitclaim or otherwise release, as appropriate, Lessor's right, title and interest in and to the Units Items of Equipment to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent Lessor all of the amounts contemplated in Section 9.1(b12.1(c).

Sale Option Procedures. If Lessee elects the Sale Option, Lessee shall use its best commercial efforts as nonexclusive agent for Lessor to obtain the highest all cash purchase price for the Unitspurchase of all of the Leased Property then subject to the Lease, and in the event Lessee receives any bid, Lessee shall, within five (5) Business Days after receipt thereof, certify to Lessor in writing the amount and terms of such bid and the name and address of the party submitting such bid. Lessee shall bear all costs and expenses in connection with any such bidding and sale process pursuant to this Section 21.1 as well as all costs and expenses incurred by any party (including a buyer or potential buyer) to place the Leased Property in the condition required by Section 9.1. None of the foregoing costs or expenses shall be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid for the Leased Property. With respect to any sale made pursuant to this Article XXI and so long as no Lease Event of Default shall have occurred and be continuing: (i) Lessee shall transfer all of Lessee's right, title and interest in the Leased Property, or cause the Leased Property to be transferred, to the bidder, if any, which shall have submitted the highest all cash bid therefor in the same manner and in the same condition and otherwise in accordance with all of the terms of this Lease; (ii) subject to the prior or current payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 21.2 and the transfer provisions of Section 22.15 in order to transfer Lessor's right, title and interest in and to the Leased Property for cash to such bidder, such transfer to be made on the Lease Expiration Date with respect to any bid accepted prior to such date or on the date provided for at Section 21.4; and (iii) Lessee shall pay to Lessor on the earlier of the Lease Expiration Date or immediately prior to such sale all of the amounts required pursuant to Section 21.3. All costs related to such a sale includingand delivery pursuant to this Section 21.1, without limitation, including the cost of sales agents, removal of the Unitsagents retained by Lessee, delivery of documents documents, filing and documentary transfer fees, Taxes relating to any location designated by or arising as a buyer within the continental United Statesresult of such transfer, title insurance, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyerLeased Property, environmental audits, legal costs, costs of notices, any advertisement or other similar costs, or other information and of any parts, configurations or repairs, or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required by a buyer or prospective buyer costs shall be borne entirely by Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from any of the Proceeds. Neither Lessor, Agent Lessor nor any Participant shall have any responsibility for procuring or financing any purchaser. If, nevertheless, Lessor, Agent or any Participant undertakes any sales efforts, Lessee shall promptly reimburse such Person for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. Upon a sale pursuant to the Sale Option, the Units shall be in the condition required by Section 5.3 and shall be free and clear of all Liens other than Certificate Trustee Liens. Any purchaser or purchasers of the Units shall not in any way be affiliated with Lessee or have any understanding or arrangement with Lessee regarding the future use of the Units. On the Termination Date, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's right, title and interest in the Units or cause the Units to be so transferred to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee Liens, transfer by quitclaim or otherwise release, as appropriate, Lessor's right, title and interest in and to the Units to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent all of the amounts contemplated in Section 9.1(b).

Sale Option Procedures. (a) If Lessee elects the Sale Option, Lessee shall use its best reasonable commercial efforts to obtain the highest all cash purchase price for the UnitsItems of Equipment. All costs related to such sale and delivery (including during the Extended Remarketing Period), including, without limitation, the cost of sales agents, removal of the UnitsItems of Equipment, delivery of documents and the Items of Equipment to any location designated by a buyer within the continental United States, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, commissions, escrow fees, filing fees, appraisal fees, license fees, transfer taxes, any advertisement or other similar costs, or other information and of any parts, configurations or repairsconfigurations, repairs or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required desired by a buyer or prospective buyer shall buyer, re-installation of the Items of Equipment in the manner and at the location or locations required by a buyer, the cost of storage and insurance during the Extended Remarketing Period as provided in Section 15.6(b) and the costs associated with the satisfaction of the conditions set forth in Section 15.4(b) below shall, except as provided in the following provisos, be borne entirely by Lessee, without regard to whether such costs were incurred by Agent, Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from the Sale Proceeds for the benefit of Lessee; provided, that Lessee shall in no event be liable for costs (other than de-installation costs, which shall in all cases be borne by Lessee) described in this clause (a) which, in aggregate, exceed $4,491,989; provided, further that in the event that Lessor pays any of the Proceedscosts described in this clause (a) (other than de-installation costs, which shall in all cases be borne by Lessee) as a result of such costs (other than de-installation costs, which shall in all cases be borne by Lessee) aggregating in excess of $4,491,989, Lessor shall be entitled to reimbursement of such payments from the Sale Proceeds prior to the Agent returning any excess Sale Proceeds to the Lessee pursuant to Section 15.1(b), but in no event shall Lessor be entitled to make any claim against Lessee under Article XI for reimbursement or indemnification of such payments made by Lessor. Neither Lessor, Agent nor any Participant Lessor shall have any responsibility for procuring any purchaser. If, nevertheless, Agent or Lessor, Agent or any Participant undertakes any sales efforts, Lessee shall shall, subject to the preceding sentence, promptly reimburse such Person Agent and/or Lessor for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. Upon a sale pursuant to the Sale Option, the Units Items of Equipment shall be in at least the condition required by Section 5.3 and shall be free and clear of all Liens other than Certificate Trustee Liens12.2(b). Any purchaser or purchasers of the Units Items of Equipment shall not in any way be affiliated with an Affiliate of Lessee or have any understanding or arrangement with Lessee regarding the future use of the UnitsItems of Equipment. On the Termination Datelast day of the Lease Term, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's right, title and interest in the Units Items of Equipment, or cause the Units Items of Equipment to be so transferred transferred, to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee LiensLessor Liens attributable to it, transfer by quitclaim or otherwise release, as appropriate, Lessor's right, title and interest in and to the Units Items of Equipment to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent Lessor all of the amounts contemplated in Section 9.1(b15.1(b).

Sale Option Procedures. (a) If Lessee elects the Sale Option, Lessee shall use its best reasonable commercial efforts to obtain the highest all cash purchase price for the UnitsItems of Equipment. All costs related to such sale and delivery (including during the Extended Remarketing Period), including, without limitation, the cost of sales agents, removal of the UnitsItems of Equipment, delivery of documents and the Items of Equipment to any location designated by a buyer within the continental United States, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, commissions, escrow fees, filing fees, appraisal fees, license fees, transfer taxes, any advertisement or other similar costs, or other information and of any parts, configurations or repairsconfigurations, repairs or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required desired by a buyer or prospective buyer shall buyer, re-installation of the Items of Equipment in the manner and at the location or locations required by a buyer, the cost of storage and insurance during the Extended Remarketing Period as provided in Section 15.6(b) and the costs associated with the satisfaction of the conditions set forth in Section 15.4(b) below shall, except as provided in the following provisos, be borne entirely by Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from the Sale Proceeds for the benefit of Lessee; provided, that Lessee shall in no event be liable for costs (other than de-installation costs, which shall in all cases be borne by Lessee) described in this clause (a) which, in aggregate, exceed $4,535,000; provided, further that in the event that Lessor pays any of the Proceedscosts described in this clause (a) (other than de-installation costs, which shall in all cases be borne by Lessee) as a result of such costs (other than de-installation costs, which shall in all cases be borne by Lessee) aggregating in excess of $4,535,000, Lessor shall be entitled to reimbursement of such payments from the Sale Proceeds prior to the Agent returning any excess Sale Proceeds to the Lessee pursuant to Section 15.1(b), but in no event shall Lessor be entitled to make any claim against Lessee under Article XI for reimbursement or indemnification of such payments made by Lessor. Neither Lessor, Agent nor any Participant Lessor shall have any responsibility for procuring any purchaser. If, nevertheless, Lessor, Agent or any Participant Lessor undertakes any sales efforts, Lessee shall shall, subject to the preceding sentence, promptly reimburse such Person Agent and/or Lessor for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' ’ fees. Upon a sale pursuant to the Sale Option, the Units Items of Equipment shall be in at least the condition required by Section 5.3 and shall be free and clear of all Liens other than Certificate Trustee Liens12.2(b). Any purchaser or purchasers of the Units Items of Equipment shall not in any way be affiliated with an Affiliate of Lessee or have any understanding or arrangement with Lessee regarding the future use of the UnitsItems of Equipment. On the Termination Datelast day of the Lease Term, so long as no Lease Event of Default or Lease Default exists: (i) Lessee shall transfer all of Lessee's ’s right, title and interest in the Units Items of Equipment, or cause the Units Items of Equipment to be so transferred transferred, to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee LiensLessor Liens attributable to it, transfer by quitclaim or otherwise release, as appropriate, Lessor's ’s right, title and interest in and to the Units Items of Equipment to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent Lessor all of the amounts contemplated in Section 9.1(b15.1(b).