Common use of Acceptance and Delivery Clause in Contracts

Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires to lease from Lessor and (b) the vendor of such Equipment, and Lessor has approved the purchase orders (copies of such purchase orders are attached hereto as Exhibit B). Lessor shall place such purchase orders with the vendors in order to lease said Equipment to Lessee. The “Delivery Date” of the Equipment shall be the date on which such Equipment is received by Lessee at Lessee’s Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amended). Lessor is not responsible and shall not be held liable for the non-delivery, incomplete or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall be at the cost and risk of Lessee. For the avoidance of doubt, Lessor’s only obligation is to make payments of the purchase price/cost of Equipment pursuant to the relevant purchase order(s) with the total amount not to exceed One Billion and Three Hundred Fifty Million New Taiwan Dollars (NT$1,350,000,000) placed by Lessor, but will not otherwise assume any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lessee. 1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event), the “Acceptance Date” shall be September 30, 2015 or the date on which Lessee executes and delivers to Lessor the Acceptance Certificate for all the Equipment in the form attached hereto as Exhibit D ("Acceptance Certificate") on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier. 1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment shall not pass to Lessee by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined below).

Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires If, following the inspection of the Aircraft referred to lease from in paragraph (a) of Clause 6.1 (Pre-delivery Inspection), the Aircraft is in the Delivery Condition, the Lessee shall immediately accept delivery of the Aircraft at the Delivery Location by executing and delivering to the Lessor an Acceptance Certificate and the Lease Supplement. Lessee’s acceptance of the Aircraft shall be absolute, unconditional and irrevocable. (b) If the vendor Lessee becomes aware of any Defect which prevents the Aircraft from being in the Delivery Condition, the Lessee shall notify the Lessor immediately in writing. (c) If the Lessee notifies the Lessor of a Defect pursuant to paragraph (b) above: (i) if in the opinion of the Lessor it is impracticable or prohibitively expensive to correct the Defect, the Lessor may notify the Lessee that it does not intend to correct the Defect (the Defect Notice) following which each of the Lessor and the Lessee shall be entitled to terminate this Agreement. If either party so terminates this agreement then neither the Lessor nor the Lessee shall have any further obligation to the other under this Agreement other than as expressly set out in this Agreement, provided that if such Equipmentnotice of termination is not issued by either party within five (5) Business Days of the Defect Notice, the Aircraft shall be deemed to satisfy the Delivery Condition notwithstanding the Defect; or (ii) the Lessor (or its nominee) may immediately correct the Defect and re-tender the Aircraft for delivery, upon which, if the Aircraft is then in the Delivery Condition, the Lessee shall accept delivery of the Aircraft by immediately executing and delivering to the Lessor an Acceptance Certificate and the Lease Supplement; or (iii) if the Defect does not affect the airworthiness of the Aircraft, and the Lessor has approved not issued a Defect Notice in respect thereof, the purchase orders Lessee may (copies of such purchase orders are attached hereto as Exhibit B). at its option) notify the Lessor shall place such purchase orders that it will accept the Aircraft with the vendors Defect uncorrected, in order to lease said Equipment to Lessee. The “Delivery Date” which event the Lessee shall accept delivery of the Equipment shall be Aircraft by immediately executing and delivering to the date Lessor an Acceptance Certificate (on which such Equipment is received by Lessee at Lessee’s Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amended). Lessor is not responsible and shall not be held liable for the non-delivery, incomplete or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall be at noted a description of the Defect) and the Lease Supplement and the Lessor will pay for the Defect to be corrected following Delivery (the Defect, the action required to correct such Defect and the cost of such correction shall be agreed by the Lessor and risk of Lessee. For the avoidance of doubt, Lessor’s only obligation is Lessee (both acting reasonably) prior to make payments the delivery of the purchase price/cost Aircraft and the execution of Equipment pursuant to the relevant purchase order(s) with the total amount not to exceed One Billion and Three Hundred Fifty Million New Taiwan Dollars (NT$1,350,000,000) placed by Lessor, but will not otherwise assume any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lessee. 1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event), the “Acceptance Date” shall be September 30, 2015 or the date on which Lessee executes and delivers to Lessor the Acceptance Certificate for all and the Equipment in the form attached hereto as Exhibit D ("Acceptance Certificate") on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier. 1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment shall not pass to Lessee by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined belowLease Supplement).

Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires to lease from Lessor and (b) the vendor of such Equipment, and Lessor has approved the purchase orders (copies of such purchase orders are attached hereto as Exhibit B)) . Lessor shall cause ICSI to place such purchase orders with the vendors in order to lease said Equipment to Lessee. The “Delivery Date” of the Equipment shall be the date on which such Equipment is received by Lessee at Lessee’s Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amendedamended ). Lessor is not responsible and shall not be held liable for the non-delivery, incomplete or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall be at the cost and risk of Lessee. For the avoidance of doubt, Lessor’s only obligation is to make payments of the purchase price/cost of Equipment pursuant to the relevant purchase order(s) with the total amount not to exceed One Billion and Three Hundred Fifty thirty Million New Taiwan United States Dollars (NT$1,350,000,000US$30,000,000 ) placed by Lessee on behalf of Lessor, but will not otherwise assume any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lessee. 1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event)) , the “Acceptance Date” shall be September 30, 2015 or the date on which Lessee executes and delivers to Lessor the Acceptance Certificate for all the Equipment in the form attached hereto as Exhibit D ("Acceptance Certificate"" ) on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier. 1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment shall not pass to Lessee by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined below)) .

Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires On or about December 1, 1997 Lessor shall give Lessee written notice that the Aircraft is available for inspection at the Acceptance Location. Within three (3) Business Days thereafter, Lessee will inspect the Aircraft at such location. Lessee's inspection shall be long enough to lease from permit Lessee to: (i) inspect the Aircraft Documents; (ii) inspect the Aircraft; and (c) inspect the Engines, including without limitation, to conduct, at Lessee's expense, a complete boroscope inspection which covers both hot and cold sections and a power assurance run; provided, however, that such inspection will not exceed three (3) consecutive days. Such inspection shall also include a demonstration flight, at Lessor's cost and expense, of up to two (2) hours in duration in accordance with Boeing standard flight operation check procedures, during which Lessee shall be entitled to have up to four (4) representatives on board the Aircraft. Lessor will maintain all insurance and assume full responsibility for loss or damage during such demonstration flight (unless such loss or damage is caused by the willful misconduct or gross negligence of Lessee or its representatives), and Lessor's pilot shall be the pilot-in-command for such flight, unless otherwise agreed by Lessor and Lessee. Except as otherwise provided herein, all other costs and expenses associated with Lessee's inspection will be the responsibility of Lessee. (b) The Aircraft will be tendered for delivery to Lessee in the vendor condition described in Schedule 1 at the Acceptance Location; provided, however, that Lessor and Lessee may agree that the demonstration flight shall terminate at Kansas City, Missouri, in which event the Acceptance Location shall also be the Delivery Location. Lessee will effect acceptance of the Aircraft, if delivered in the condition described in Schedule 1, by execution and delivery of a Certificate of Acceptance in the form of Schedule 2, upon the conclusion of Lessee's inspection. In the event that the Aircraft is not in the condition specified in Schedule 1 to this Agreement, Lessee will notify Lessor in writing of those defects or deficiencies which cause the Aircraft not to meet the delivery conditions set forth in Schedule 1, in which event, Lessor shall, at its cost and expense, promptly correct such Equipmentdefects or deficiencies and cause the Aircraft to meet the delivery conditions set forth in Schedule 1 to this Lease Agreement. If Lessor fails to cure such defects or deficiencies and cause the Aircraft to meet the delivery conditions set forth in Schedule 1 to this Lease, on or before December 31, 1997 (other than by reason of a Default by Lessee), Lessee may terminate this Agreement, and Lessor has approved will promptly refund to Lessee the purchase orders amount of any and all Aircraft Deposits paid under this Agreement. (copies c) Unless otherwise agreed pursuant to Subsection (b) above, after acceptance by Lessee, the Aircraft will be delivered to Lessee at the Delivery Location or such other location as may be agreed by Lessor and Lessee in the same condition as the Aircraft was in when accepted by Lessee, except for ferry time. In the event the Aircraft is not in the same condition as the Aircraft was in when accepted by Lessee, except ferry time, Lessee will notify Lessor in writing of any defects and deficiencies which cause the Aircraft not to be in the same condition as when the Aircraft was accepted, and Lessor shall at its sole cost and expense promptly correct such purchase orders are attached hereto as Exhibit B)defects and deficiencies. Lessor shall place such purchase orders with the vendors in order to lease said Equipment to Lessee. The “Delivery Date” will acknowledge delivery of the Equipment shall be Aircraft in the date on which such Equipment is received required condition by Lessee at Lessee’s Plant execution and delivery to Lessor of an Acknowledgement of Delivery in the form of Schedule 6. (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amended). Lessor is not responsible and shall not be held liable for the non-d) After delivery, incomplete or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall the Aircraft and every Part will be in every respect at the cost and sole risk of Lessee. For the avoidance , who will bear all risk of doubtloss, Lessor’s only obligation is to make payments of the purchase price/cost of Equipment pursuant theft, damage or destruction to the relevant purchase order(s) with the total amount not to exceed One Billion and Three Hundred Fifty Million New Taiwan Dollars (NT$1,350,000,000) placed by Lessor, but will not otherwise assume Aircraft from any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lesseecause whatsoever. 1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event), the “Acceptance Date” shall be September 30, 2015 or the date on which Lessee executes and delivers to Lessor the Acceptance Certificate for all the Equipment in the form attached hereto as Exhibit D ("Acceptance Certificate") on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier. 1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment shall not pass to Lessee by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined below).

Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires On or about May __, 1997 Lessor shall give Lessee written notice that the Aircraft is available for inspection at the Acceptance Location. Within three (3) Business Days thereafter, Lessee will inspect the Aircraft at such location. Lessee's inspection shall be long enough to lease from permit Lessee to: (i) inspect the Aircraft Documents; (ii) inspect the Aircraft; and (c) inspect the Engines, including without limitation, to review the complete boroscope inspection conducted by Lessor in connection with the purchase by Lessor of the Aircraft, and, at Lessor's expense, engine condition runs; provided, however, that such inspection will not exceed three (3) consecutive days. Such inspection shall also include a demonstration flight, at Lessor's cost and expense, of up to two (2) hours in duration in accordance with Boeing standard flight operation check procedures, during which Lessee shall be entitled to have up to four (4) representatives on board the Aircraft. Lessor will maintain all insurance and assume full responsibility for loss or damage during such demonstration flight (unless such loss or damage is caused by the willful misconduct or gross negligence of Lessee or its representatives), and Lessor's pilot shall be the pilot-in-command for such flight, unless otherwise agreed by Lessor and Lessee. Except as otherwise provided herein, all other costs and expenses associated with Lessee's inspection will be the responsibility of Lessee. (b) The Aircraft will be tendered for delivery to Lessee in the vendor condition described in Schedule 1 at the Acceptance Location; provided, however, that Lessor and Lessee may agree that the demonstration flight shall terminate at Kansas City, Missouri, in which event the Acceptance Location shall also be the Delivery Location. Lessee will effect acceptance of the Aircraft, if delivered in the condition described in Schedule 1, by execution and delivery of a Certificate of Acceptance in the form of Schedule 2, upon the conclusion of Lessee's inspection. In the event that the Aircraft is not in the condition specified in Schedule 1 to this Agreement, Lessee will notify Lessor in writing of those defects or deficiencies which cause the Aircraft not to meet the delivery conditions set forth in Schedule 1, in which event, Lessor shall, at its cost and expense, promptly correct such Equipmentdefects or deficiencies and cause the Aircraft to meet the delivery conditions set forth in Schedule 1 to this Lease Agreement. If Lessor fails to cure such defects or deficiencies and cause the Aircraft to meet the delivery conditions set forth in Schedule 1 to this Lease, on or before ________________, 1997 (other than by reason of a Default by Lessee), Lessee may terminate this Agreement, and Lessor has approved will promptly refund to Lessee the purchase orders amount of any Aircraft Deposits paid under this Agreement. (copies c) Unless otherwise agreed pursuant to Subsection (b) above, after acceptance by Lessee, the Aircraft will be delivered to Lessee at the Delivery Location or such other location as may be agreed by Lessor and Lessee in the same condition as the Aircraft was in when accepted by Lessee, except for ferry time. In the event the Aircraft is not in the same condition as the Aircraft was in when accepted by Lessee, except ferry time, Lessee will notify Lessor in writing of any defects and deficiencies which cause the Aircraft not to be in the same condition as when the Aircraft was accepted, and Lessor shall at its sole cost and expense promptly correct such purchase orders are attached hereto as Exhibit B)defects and deficiencies. Lessor shall place such purchase orders with the vendors in order to lease said Equipment to Lessee. The “Delivery Date” will acknowledge delivery of the Equipment shall be Aircraft in the date on which such Equipment is received required condition by Lessee at Lessee’s Plant execution and delivery to Lessor of an Acknowledgement of Delivery in the form of Schedule 6. (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amended). Lessor is not responsible and shall not be held liable for the non-d) After delivery, incomplete or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall the Aircraft and every Part will be in every respect at the cost and sole risk of Lessee. For the avoidance , who will bear all risk of doubtloss, Lessor’s only obligation is to make payments of the purchase price/cost of Equipment pursuant theft, damage or destruction to the relevant purchase order(s) with the total amount not to exceed One Billion and Three Hundred Fifty Million New Taiwan Dollars (NT$1,350,000,000) placed by Lessor, but will not otherwise assume Aircraft from any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lesseecause whatsoever. 1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event), the “Acceptance Date” shall be September 30, 2015 or the date on which Lessee executes and delivers to Lessor the Acceptance Certificate for all the Equipment in the form attached hereto as Exhibit D ("Acceptance Certificate") on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier. 1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment shall not pass to Lessee by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined below).

Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires Lessor shall deliver the Aircraft to Lessee at the Delivery Location and Lessee shall accept the Aircraft on lease from simultaneously with delivery of and transfer of title to the Aircraft by the Airframe Manufacturer to Lessor as evidenced by the Xxxx of Sale and FAA Xxxx of Sale. Lessee shall effect acceptance of the Aircraft hereunder by execution and delivery to Lessor of the Lease Supplement. (b) The Aircraft shall be delivered to Lessee hereunder factory new from the vendor of such EquipmentAirframe Manufacturer in the Airbus Aircraft Specification and in accordance with Schedule 1, and evidence thereof (or waiver thereof by Lessee) shall be conclusively demonstrated by Lessee's execution of the Lease Supplement on the Delivery Date (subject to any minor discrepancies that Airframe Manufacturer, Lessor and Lessee agree are inconsistent with the requirements of the Airbus Purchase Agreement and this Agreement and are listed by Lessor and Lessee in the schedule to the Lease Supplement for correction by the Airframe Manufacturer subsequent to delivery of the Aircraft). [**]—Confidential treatment has approved been requested for the purchase orders bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (copies c) Delivery of such purchase orders are attached hereto as Exhibit B)the Aircraft is subject to and expressly conditioned upon delivery of the Aircraft by the Airframe Manufacturer to Lessor. Lessor shall place not be liable or responsible to Lessee for and Lessee hereby expressly waives any right to any Claims against Lessor or Owner Participant arising or the exercise of any remedies from or in connection with any delay by the Airframe Manufacturer in the delivery of, or failure to deliver, the Aircraft to Lessee under this Agreement, and Lessee shall not be released from its obligation to take delivery of the Aircraft under this Agreement as a result of any such purchase orders delay except, in each case, in accordance with Section 2.5(g); provided that the foregoing release and waiver by Lessee shall not apply with respect to any Claims solely and directly attributable to (i) Lessor's or Owner Participant's wilful misconduct or gross negligence, (ii) in the event Delivery of the Aircraft is cancelled or delayed solely due to Lessor's failure to comply with the vendors in order to lease said Equipment to Lessee. The “Delivery Date” of the Equipment shall be the date on which such Equipment is received by Lessee at Lessee’s Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amended). Lessor is not responsible and shall not be held liable Purchase Agreement and/or the Purchase Agreement Assignment, including without limitation, Lessor's failure to pay the Purchase Price for the non-delivery, incomplete Aircraft to the Airframe Manufacturer or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall be at (iii) in the cost and risk of Lessee. For the avoidance of doubt, Lessor’s only obligation is to make payments event delivery of the purchase price/cost of Equipment pursuant Aircraft does not occur solely due to the relevant purchase order(s) Lessor's failure to comply with the total amount not to exceed One Billion and Three Hundred Fifty Million New Taiwan Dollars (NT$1,350,000,000) placed by Lessor, but will not otherwise assume any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lesseeterms of this Agreement. 1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event), the “Acceptance Date” shall be September 30, 2015 or the date on which Lessee executes and delivers to Lessor the Acceptance Certificate for all the Equipment in the form attached hereto as Exhibit D ("Acceptance Certificate") on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier. 1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment shall not pass to Lessee by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined below).

Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires On or about September 15, 1997 Lessor shall give Lessee written notice that the Aircraft is available for inspection at the Acceptance Location. Within three (3) Business Days thereafter, Lessee will inspect the Aircraft at such location. Lessee's inspection shall be long enough to lease from permit Lessee to: (i) inspect the Aircraft Documents; (ii) inspect the Aircraft; and (c) inspect the Engines, including without limitation, to conduct, at Lessee's expense, a complete boroscope inspection which covers both hot and cold sections and a power assurance run; provided, however, that such inspection will not exceed three (3) consecutive days. Such inspection shall also include a demonstration flight, at Lessor's cost and expense, of up to two (2) hours in duration in accordance with Boeing standard flight operation check procedures, during which Lessee shall be entitled to have up to four (4) representatives on board the Aircraft. Lessor will maintain all insurance and assume full responsibility for loss or damage during such demonstration flight (unless such loss or damage is caused by the willful misconduct or gross negligence of Lessee or its representatives), and Lessor's pilot shall be the pilot-in-command for such flight, unless otherwise agreed by Lessor and Lessee. Except as otherwise provided herein, all other costs and expenses associated with Lessee's inspection will be the responsibility of Lessee. (b) The Aircraft will be tendered for delivery to Lessee in the vendor condition described in Schedule 1 at the Acceptance Location; provided, however, that Lessor and Lessee may agree that the demonstration flight shall terminate at Kansas City, Missouri, in which event the Acceptance Location shall also be the Delivery Location. Lessee will effect acceptance of the Aircraft, if delivered in the condition described in Schedule 1, by execution and delivery of a Certificate of Acceptance in the form of Schedule 2, upon the conclusion of Lessee's inspection. In the event that the Aircraft is not in the condition specified in Schedule 1 to this Agreement, Lessee will notify Lessor in writing of those defects or deficiencies which cause the Aircraft not to meet the delivery conditions set forth in Schedule 1, in which event, Lessor shall, at its cost and expense, promptly correct such Equipmentdefects or deficiencies and cause the Aircraft to meet the delivery conditions set forth in Schedule 1 to this Lease Agreement. If Lessor fails to cure such defects or deficiencies and cause the Aircraft to meet the delivery conditions set forth in Schedule 1 to this Lease, on or before September 30, 1997 (other than by reason of a Default by Lessee), Lessee may terminate this Agreement, and Lessor has approved will promptly refund to Lessee the purchase orders amount of any and all Aircraft Deposits paid under this Agreement. (copies c) Unless otherwise agreed pursuant to Subsection (b) above, after acceptance by Lessee, the Aircraft will be delivered to Lessee at the Delivery Location or such other location as may be agreed by Lessor and Lessee in the same condition as the Aircraft was in when accepted by Lessee, except for ferry time. In the event the Aircraft is not in the same condition as the Aircraft was in when accepted by Lessee, except ferry time, Lessee will notify Lessor in writing of any defects and deficiencies which cause the Aircraft not to be in the same condition as when the Aircraft was accepted, and Lessor shall at its sole cost and expense promptly correct such purchase orders are attached hereto as Exhibit B)defects and deficiencies. Lessor shall place such purchase orders with the vendors in order to lease said Equipment to Lessee. The “Delivery Date” will acknowledge delivery of the Equipment shall be Aircraft in the date on which such Equipment is received required condition by Lessee at Lessee’s Plant execution and delivery to Lessor of an Acknowledgement of Delivery in the form of Schedule 6. (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amended). Lessor is not responsible and shall not be held liable for the non-d) After delivery, incomplete or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall the Aircraft and every Part will be in every respect at the cost and sole risk of Lessee. For the avoidance , who will bear all risk of doubtloss, Lessor’s only obligation is to make payments of the purchase price/cost of Equipment pursuant theft, damage or destruction to the relevant purchase order(s) with the total amount not to exceed One Billion and Three Hundred Fifty Million New Taiwan Dollars (NT$1,350,000,000) placed by Lessor, but will not otherwise assume Aircraft from any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lesseecause whatsoever. 1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event), the “Acceptance Date” shall be September 30, 2015 or the date on which Lessee executes and delivers to Lessor the Acceptance Certificate for all the Equipment in the form attached hereto as Exhibit D ("Acceptance Certificate") on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier. 1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment shall not pass to Lessee by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined below).

Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires Lessor shall deliver the Aircraft to Lessee at the Delivery Location and Lessee shall accept the Aircraft on lease from simultaneously with delivery of and transfer of title to the Aircraft by the Airframe Manufacturer to Lessor as evidenced by the Xxxx of Sale and FAA Xxxx of Sale. Lessee shall effect acceptance of the Aircraft hereunder by execution and delivery to Lessor of the Lease Supplement. [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (b) The Aircraft shall be delivered to Lessee hereunder factory new from the vendor of such EquipmentAirframe Manufacturer in the Airbus Aircraft Specification and in accordance with Schedule 1, and evidence thereof (or waiver thereof by Lessee) shall be conclusively demonstrated by Lessee’s execution of the Lease Supplement on the Delivery Date (subject to any minor discrepancies that Airframe Manufacturer, Lessor has approved and Lessee agree are inconsistent with the purchase orders requirements of the Airbus Purchase Agreement and this Agreement and are listed by Lessor and Lessee in the schedule to the Lease Supplement for correction by the Airframe Manufacturer subsequent to delivery of the Aircraft). (copies c) Delivery of such purchase orders are attached hereto as Exhibit B)the Aircraft is subject to and expressly conditioned upon delivery of the Aircraft by the Airframe Manufacturer to Lessor. Lessor shall place not be liable or responsible to Lessee for and Lessee hereby expressly waives any right to any Claims against Lessor or Owner Participant arising or the exercise of any remedies from or in connection with any delay by the Airframe Manufacturer in the delivery of, or failure to deliver, the Aircraft to Lessee under this Agreement, and Lessee shall not be released from its obligation to take delivery of the Aircraft under this Agreement as a result of any such purchase orders delay except, in each case, in accordance with Section 2.5(g); provided that the foregoing release and waiver by Lessee shall not apply with respect to any Claims solely and directly attributable to (i) Lessor’s or Owner Participant’s wilful misconduct or gross negligence, (ii) in the event Delivery of the Aircraft is cancelled or delayed solely due to Lessor’s failure to comply with the vendors terms of the Purchase Agreement and/or the Purchase Agreement Assignment, including without limitation, Lessor’s failure to pay the Purchase Price for the Aircraft to the Airframe Manufacturer or (iii) in order the event delivery of the Aircraft does not occur solely due to lease said Equipment Lessor’s failure to Lessee. The “comply with the terms of this Agreement. (d) If an Event of Loss with respect to the Aircraft occurs prior to the Delivery Date” , Lessee will notify Lessor promptly following receipt of notice from the Equipment Airframe Manufacturer and, unless the Airframe Manufacturer has notified Lessee of a new Scheduled Delivery Date that is before the Longstop Date, this Agreement shall automatically terminate whereupon neither party will have any further liability to the other except that Lessor will return to Lessee the Security Deposit or Security Deposit LC (if previously paid or delivered to Lessor), as applicable, in accordance with Section 5.5(b) and any prepaid Rent, in each case, without deduction for any costs and expenses. If after an Event of Loss with respect to the Aircraft prior to Delivery, the Airframe Manufacturer advises Lessee of a new Scheduled Delivery Date prior to the Longstop Date, such new date shall be the Scheduled Delivery Date and this Agreement shall continue in full force and effect. (e) [**] Lessee shall provide Lessor with written notice of the date on which the Airframe Manufacturer expects Delivery to take place (such Equipment is received date, as such date may be subsequently updated by Lessee at Lessee’s Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amended). Lessor is not responsible and shall not be held liable for the non-delivery, incomplete or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall be at the cost and risk of Lessee. For the avoidance of doubt, providing notice to Lessor’s only obligation is to make payments of the purchase price/cost of Equipment pursuant to the relevant purchase order(s) with the total amount not to exceed One Billion and Three Hundred Fifty Million New Taiwan Dollars (NT$1,350,000,000) placed by Lessor, but will not otherwise assume any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lessee. 1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event), the “Acceptance Scheduled Delivery Date” shall be September 30”) as soon as practicable, 2015 or but in any event no later than the earlier to occur of (x) five Business Days after Lessee’s receipt of notice of such date from the Airframe Manufacturer and (y) ten Business Days prior to the date on which the Delivery Date is scheduled to occur. [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (f) Upon Lessee’s failure to take delivery of the Aircraft in breach of the terms hereof and of the Operative Documents, Lessor may terminate this Lease and exercise any and all other remedies hereunder and under applicable law. (g) If delivery of the Aircraft to Lessee executes and delivers to Lessor has not taken place by the Acceptance Certificate for all the Equipment Longstop Date as a result of a delay of Delivery constituting an “excusable delay” or an “inexcusable delay” (each as defined in the form attached hereto Airbus Purchase Agreement) all obligations of Lessee and Lessor (other than obligations of Lessee that may have arisen following Lessee issuing a Scheduled Delivery Date Notice under, and as Exhibit D ("Acceptance Certificate"defined in, Schedule 2) shall terminate on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier. 1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment Longstop Date and Lessor shall not pass return to Lessee the Security Deposit (if any) held by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined below)Lessor.