THIS
AGREEMENT, AND ACCOUNTING TERMS PARTLY DEFINED IN THIS AGREEMENT TO THE EXTENT
NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP; (D)
REFERENCES TO ANY AMOUNT AS ON DEPOSIT OR OUTSTANDING ON ANY PARTICULAR DATE
MEANS SUCH AMOUNT AT THE CLOSE OF BUSINESS ON SUCH DAY; (E) THE WORDS "HEREOF,"
"HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT (OR
THE CERTIFICATE OR OTHER DOCUMENT IN WHICH THEY ARE USED) AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT (OR SUCH CERTIFICATE OR DOCUMENT);
(F) REFERENCES TO ANY SECTION, SCHEDULE OR EXHIBIT ARE REFERENCES TO SECTIONS,
SCHEDULES AND EXHIBITS IN OR TO THIS AGREEMENT (OR THE CERTIFICATE OR OTHER
DOCUMENT IN WHICH THE REFERENCE IS MADE), AND REFERENCES TO ANY PARAGRAPH,
SUBSECTION, CLAUSE OR OTHER SUBDIVISION WITHIN ANY SECTION OR DEFINITION REFER
TO SUCH PARAGRAPH, SUBSECTION, CLAUSE OR OTHER SUBDIVISION OF SUCH SECTION OR
DEFINITION; (G) THE TERM "INCLUDING" MEANS "INCLUDING WITHOUT LIMITATION"; (H)
REFERENCES TO ANY LAW OR REGULATION REFER TO THAT LAW OR REGULATION AS AMENDED
FROM TIME TO TIME AND INCLUDE ANY SUCCESSOR LAW OR REGULATION; (I) REFERENCES TO
ANY AGREEMENT REFER TO THAT AGREEMENT AS FROM TIME TO TIME AMENDED OR
SUPPLEMENTED OR AS THE TERMS OF SUCH AGREEMENT ARE WAIVED OR MODIFIED IN
ACCORDANCE WITH ITS TERMS; (J) REFERENCES TO ANY PERSON INCLUDE THAT PERSON'S
SUCCESSORS AND PERMITTED ASSIGNS; AND (K) HEADINGS ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT OTHERWISE AFFECT THE MEANING OR INTERPRETATION OF
ANY PROVISION HEREOF.
ARTICLE II
TRIGGER EVENTS
SECTION 2.1
TRIGGER EVENTS.
(A)
IF, AT ANY TIME, A TRIGGER EVENT WITH RESPECT TO ANY TEST MONTH OR
DATE OF RECONCILIATION SHALL HAVE OCCURRED, THE BENEFICIARIES SHALL HAVE THE
OPTION (SUCH OPTION, A "TERMINATION OPTION") TO TERMINATE ANY ONE IA LEASE (SUCH
IA LEASE, THE "ORIGINAL SELECTED LEASE") SELECTED BY THE BENEFICIARIES IN THEIR
SOLE DISCRETION.
ANY SUCH TERMINATION SHALL OCCUR ON THE BUSINESS DAY WHICH IS
THE FIRST BUSINESS DAY TO OCCUR ON OR NEXT FOLLOWING THE FORTY-FIFTH (45TH) DAY
(ANY SUCH DAY, A "TERMINATION DATE") FOLLOWING THE DELIVERY OF WRITTEN NOTICE (A
5
"TERMINATION NOTICE") TO LESSEE.
IN ORDER TO EXERCISE A TERMINATION OPTION (IT
BEING UNDERSTOOD THAT A TERMINATION OPTION MAY BE EXERCISED EACH TIME THAT A
TRIGGER EVENT OCCURS WITH RESPECT TO A TEST MONTH OR A DATE OF RECONCILIATION
(IF NO TERMINATION NOTICE HAS PREVIOUSLY BEEN GIVEN FOR SUCH TEST MONTH), AS THE
CASE MAY BE, AND THEREFORE UP TO EIGHT TRIGGER EVENTS COULD OCCUR PURSUANT TO
THIS AGREEMENT), THE APPLICABLE BENEFICIARY MUST DELIVER A TERMINATION NOTICE TO
LESSEE (I) WITH RESPECT TO ANY TEST MONTH WITH RESPECT TO WHICH A TRIGGER EVENT
OCCURS, WITHIN NINETY (90) DAYS AFTER THE RECEIPT BY GECC OF THE INFORMATION
RELATING TO SUCH TEST MONTH REQUIRED TO BE DELIVERED TO IT BY LESSEE PURSUANT TO
SECTION 2.2 OR (II) WITH RESPECT TO ANY DATE OF RECONCILIATION, WITHIN NINETY
(90) DAYS AFTER THE DATE OF RECALCULATION RELATING TO