SUCH DATE OF
RECONCILIATION (THE LAST DAY OF ANY SUCH NINETY (90) DAY PERIOD, THE "CUT-OFF
DATE").
SUCH TERMINATION NOTICE SHALL REFERENCE THE TEST MONTH OR THE DATE OF
RECONCILIATION, AS THE CASE MAY BE, WITH RESPECT TO WHICH SUCH TRIGGER EVENT
OCCURRED AND SHALL IDENTIFY THE ORIGINAL SELECTED LEASE AND THE APPLICABLE
TERMINATION DATE.
ANY SUCH TERMINATION NOTICE DELIVERED BY AN APPLICABLE
BENEFICIARY SHALL BE IRREVOCABLE, UNLESS OTHERWISE AGREED BY THE LESSEE.
(B)
AT ANY TIME DURING THE TERM OF THIS AGREEMENT, THE OBLIGORS AGREE,
IMMEDIATELY UPON REQUEST BY ONE OR MORE BENEFICIARIES, TO NEGOTIATE IN GOOD
FAITH WITH SUCH BENEFICIARIES AND THE OTHER APPLICABLE PARTIES AN OMNIBUS
AMENDMENT AGREEMENT (AN "OAA") RELATING TO AN ORIGINAL SELECTED LEASE WITH A
GOAL OF ENTERING INTO SUCH OAA ON OR BEFORE THE OCCURRENCE OF THE CUT-OFF DATE
RELATING TO THE TRIGGER EVENT GIVING RISE TO A TERMINATION OPTION.
ANY SUCH OAA
SHALL CONTEMPLATE THE TERMINATION OF SUCH ORIGINAL SELECTED LEASE ON THE
TERMINATION DATE SPECIFIED, OR TO BE SPECIFIED, IN THE TERMINATION NOTICE
DELIVERED, OR TO BE DELIVERED, IN CONNECTION WITH SUCH TRIGGER EVENT.
EACH OAA
ENTERED INTO PURSUANT HERETO SHALL BE ON SUBSTANTIALLY THE SAME TERMS AS
PROVIDED FOR IN THE EXISTING EARLY TERMINATION AGREEMENT, EXCEPT THAT (I) THE
EFFECTIVE DATE FOR THE EARLY TERMINATION OF THE APPLICABLE ORIGINAL SELECTED
LEASE SHALL BE THE TERMINATION DATE REFERENCED IN THE APPLICABLE TERMINATION
NOTICE AND (II) OTHER THAN WITH RESPECT TO THE IA LEASE IDENTIFIED IN POSITION 1
ON SCHEDULE II, REFERENCES TO MAKE WHOLE WILL BE CHANGED TO BREAKAGE SUCH THAT
LESSEE SHALL HAVE NO LIABILITY FOR BREAKAGE UNDER § 3(C) (EXCEPT FOLLOWING THE
OCCURRENCE OF AN EVENT OF LOSS) OR § 15 OF SUCH ORIGINAL SELECTED LEASE.
(C)
EACH OF THE OBLIGORS AGREES TO PROMPTLY AND DULY EXECUTE AND
DELIVER TO THE BENEFICIARIES SUCH FURTHER DOCUMENTS AND ASSURANCES AND TAKE SUCH
FURTHER ACTION AS ANY SUCH BENEFICIARY FROM TIME TO TIME REASONABLY REQUESTS IN
ORDER TO CARRY OUT MORE EFFECTIVELY THE INTENT OF THIS AGREEMENT AND TO
ESTABLISH AND PROTECT THE RIGHTS CREATED OR INTENDED TO BE CREATED IN FAVOR OF
ANY SUCH BENEFICIARY HEREUNDER.
(D)
WITH RESPECT TO EACH ACAH GUARANTY (AS RESPECTIVELY DEFINED IN
EACH IA LEASE) PROVIDED BY THE GUARANTOR, ALTHOUGH SUCH GUARANTY PROVIDES THAT
THE GUARANTOR'S OBLIGATIONS SHALL NOT BE AFFECTED BY ANY AMENDMENT, MODIFICATION
OR OTHER CHANGE IN, OR SUPPLEMENT TO, ANY OF THE GUARANTEED DOCUMENTS (AS
DEFINED IN SUCH ACAH GUARANTY) OR ANY OTHER AGREEMENT, THE GUARANTOR
NEVERTHELESS CONFIRMS AND AGREES THAT SUCH ACAH GUARANTY SHALL REMAIN IN FULL
FORCE AND EFFECT AFTER GIVING EFFECT TO THIS AGREEMENT AND ANY TERMINATION
EFFECTED PURSUANT HERETO.
6
SECTION 2.2
INFORMATION DELIVERABLES.
(A)
LESSEE SHALL DELIVER TO GECC, WITHIN 20 DAYS AFTER THE END OF EACH
CALENDAR MONTH, A CONSOLIDATED BALANCE SHEET OF LESSEE AND GUARANTOR AS OF THE
END OF SUCH CALENDAR MONTH AND A RELATED STATEMENT OF OPERATIONS OF LESSEE FOR
THE PERIOD OF SUCH CALENDAR MONTH, SETTING FORTH, IN EACH CASE, IN COMPARATIVE