Common use of Closing of Sale Clause in Contracts

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3. (b) All proceeds of any sale described in Section 9.2.2 (a) (net of the Expenses of Sale) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then ended; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale); plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3. (b) All proceeds of any sale described in Section 9.2.2 (a) (9.2.2(a), net of the Expenses of Sale) , shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then endedDate; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (sale, net of the Expenses of Sale); plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On Purchaser agrees to timely take such --------------- actions as FS Equity may reasonably request in connection with the proposed Termination Date (i) Lessee approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Purchaser may have in connection therewith. Without limiting the generality of the foregoing, within 30 days of Purchaser's receipt of the Sale Notice, Purchaser shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidderFS Equity, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior certificates representing Purchaser's Shares to such Termination Date, in the same manner as if delivery were made to Lessor be sold pursuant to this Section 5 together with stock powers duly endorsed in blank. In the event that Purchaser fails to deliver such certificates, Company shall cause the books and records of Company to show that Purchaser's Shares are bound by the provisions of this Section 5 and Annex B that such Shares shall be transferred only to the Third Party Buyer upon surrender for transfer by Purchaser. Purchaser hereby grants to FS Equity an irrevocable proxy to vote Purchaser's Shares and in full compliance with to exercise all the terms thereofrights, powers, privileges and remedies to which a holder of such Shares would be entitled, which proxy shall duly be effective, automatically and without the necessity of any action (including any transfer to Lessor title to of any such engines not owned Shares on the records books of the Company) by Lessorany other person, all in accordance with upon the terms failure of Purchaser to deliver any of his Shares pursuant to this Section 5 and Annex B, and (ii) Lessor which proxy shall simultaneously therewith transfer terminate only upon consummation of the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount sale of such highest bid Shares or 120 days after the Sale Notice is given (net of or such longer period as may be necessary to complete any applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant regulatory approval process in connection with such sale) if FS Equity has not completed the sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3. (b) All proceeds of any sale described in Section 9.2.2 (a) (net of the Expenses of Sale) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then ended; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale); plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, Shares in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such saleherewith. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3. (b) All proceeds of any sale described in Section 9.2.2 (a) (9.2.2(a), net of the Expenses of Sale) , shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Date, but excluding Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then endedDate; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (sale, net of the Expenses of Sale); plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b)9.2.3, Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex An- nex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid by such bidder to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3. (b) All The proceeds of any sale described in Section 9.2.2 (a) (net of the Expenses of Sale9.2.2(a) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then ended; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the sales price of the Aircraft less any sales commissions or marketing expenses for brokers and agents engaged by Lessee or Permitted Sublessee; PROVIDED that such commission and expenses shall have been deducted from the sales proceeds of such sale (net of the Expenses of Sale)Aircraft; plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent (other than Termination Value) due by Lessee to Lessor, Mortgagee or the Participants under this Lease (Lease, including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, sale and (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable. In addition, Lessee shall pay all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and related termination of this Lease (C) the Expenses but excluding any sales commissions or marketing expenses for brokers and agents engaged by Lessor or Owner Participant in connection with such sale unless engaged by Lessee on behalf of SaleLessor). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination DateDate or any such other date within 10 Business Days after a Termination Date as Lessor may consent to, which consent shall not be withheld unreasonably, PROVIDED, that during any such 10-day extension or any part thereof, interest shall accrue on the amount due at a rate of interest equal to the Debt Rate. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. The closing of the sale of the Loan (the "Closing") shall occur on a business day designated by Seller which shall be not more than thirty (30) days after the Pricing Date (the "Closing Date"); provided that Seller shall give Purchaser not less than five (5) business days' prior written notice of the Closing Date. (a) On At the proposed Termination Date Closing, the following (the "Seller's Closing Documents") shall be delivered by Seller to Purchaser: (i) Lessee shall deliver the Airframe and Engines or engines constituting part assignment of the Aircraft Mortgage and other recorded documents, without recourse, representation or warranty, express or implied (other than any covenant, representation or warranty contained in this Agreement which expressly survives the Closing), in the form annexed hereto as Exhibit D (the "Assignment of Recorded Documents"). (ii) a general assignment of the Seller's rights in and to the bidderLoan and the Loan Documents, without recourse, representation or warranty, express or implied (other than any covenant, representation or warranty contained in this Agreement which expressly survives the Closing), in the form annexed hereto as Exhibit E. (iii) assignments of any and all uniform commercial code financing statements heretofore filed with respect to the Property in which Seller is named as secured party, all on Form UCC-3 or such other forms which may then be accepted for filing in the offices where such financing statements have been filed. (iv) the original Loan Documents described on Schedule 7(f) or, to the extent that Seller is unable to deliver an original of any of the Loan Documents, copies thereof, together with a certificate of the Seller with regard to the accuracy of such copies, in the form of Exhibit F attached hereto. (v) an allonge to the note evidencing the Loan, endorsing such note to Purchaser. (vi) all escrow, impound or cash collateral accounts and all letters of credit, if any, which shall have submitted held by Seller as security for the highest cash bid Loan or the performance of the Borrower's obligations under the Loan Documents. (net vii) copies of notices given by Seller to the Borrower, the applicable brokerage commissionsinsurance companies or any other person regarding the transfer of the Loan. (viii) on or before the date ten Business Days prior to such Termination Date, a certificate regarding any changes in the same manner information specified on Exhibit A, as if delivery were made updated to Lessor pursuant to the Closing Date. (ix) an affidavit stating that Seller is not a "foreign person" under the Foreign Investment in Real Property Tax Act, Internal Revenue Code Section 5 and Annex B and in full compliance with the terms thereof1445, as amended, and shall duly the regulations promulgated thereunder. (x) such other and further documents and instruments of transfer and assignment, without recourse, representation or warranty, express or implied (other than any, covenant, representation or warranty contained in this Agreement which expressly survives the Closing), as may be reasonably required to Lessor title to any such engines not owned by Lessor, all in accordance with effectuate or confirm the terms assignment and transfer of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale Loan and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3Loan Documents to Purchaser. (b) All proceeds At the Closing, the balance of any sale described in Section 9.2.2the Purchaser Price shall be delivered by Purchaser to Seller. (ac) At the Closing, the Escrow Agent shall (net and is hereby authorized and directed by Seller and Purchaser to) transfer to Seller the Deposit. (d) The obligation of Seller to transfer the Loan to Purchaser and to otherwise consummate the transactions contemplated hereby shall be subject to the satisfaction of the Expenses of Sale) shall be paid to and retained by Lessor and, following conditions precedent on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3Closing Date: (i) all unpaid Basic Rent due representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects when made and shall be true in all material respects at any time and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, and Purchaser shall have performed and complied with, in all material respects, all covenants, agreements and conditions required by this Agreement to be performed or complied with by Purchaser prior to such Termination Date and all Basic Rent due on such Termination Date to or at the extent payable in arrears with respect to the Payment Period then ended; plusClosing; (ii) an amount equal to Seller shall have received the excess, if any, balance of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale); plusPurchase Price; (iii) Seller shall have received payment of the balance of the Purchase Price in accordance with Section 3(a)(ii) and such other amounts as provided in Section 3.2.2are due Seller hereunder; and (iv) No claim, interest on litigation or other proceeding, arising out of or relating to the amounts specified Loan, the Borrower, any Guarantor or the Property, shall have been threatened or commenced after the Pricing Date against Seller or any person for whom Seller shall be liable or whom Seller shall be obligated to indemnify, which in the foregoing clause opinion of Seller is material, unless the Purchaser shall have provided security satisfactory to Seller in its sole discretion for Purchaser's obligation to indemnify Seller against such claim, litigation or other proceeding under Section 17. (e) Purchaser's obligation to pay the Purchase Price, to purchase the Loan and otherwise to consummate the transactions contemplated hereby shall be subject to Sections 5 and 12 hereof and to the satisfaction of the following conditions precedent on and as of the Closing Date: (i) all representations and warranties of Seller contained in this Agreement shall have been true in all material respects when made and, to the extent then deemed remade, shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date; (ii) Seller shall have performed and complied with, in all material respects, all material covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, Closing Date; and (Ciii) Purchaser shall have received Seller's Closing Documents. (iv) Seller has delivered to Purchaser an estoppel certificate from Borrower substantially in the Expenses of Saleform attached hereto as Exhibit G ("Borrower Estoppel"). (cf) Upon The foregoing conditions are for the benefit only of the party for whom they are specified to be conditions precedent and subject such party may, in its sole discretion, waive any or all of such conditions and close under this Agreement without any increase in, abatement of or credit against the Purchase Price. (g) From and after the Closing Date, Seller shall promptly, subsequent to its receipt, forward to Purchaser (at the address specified herein for notices) copies or originals of any such sale and receipt of proceeds by Lessorall bills, invoices, insurance binders and full policies, letters, documents and final payment of all amounts described in Section 9.2.2(b)other correspondence it receives relating to the Loan, the Loan Documents and compliance by Lessee with all the other provisions of this Section 9.2, Property to the extent (i) Lessor will transfer that such materials are not otherwise subject to Lesseea privilege, in accordance with Section 4.5, any Engines constituting part or subject to an obligation of the Aircraft but which were not then installed on the Airframe and sold therewith; and confidentiality or other contractual obligation restricting Seller's release thereof or (ii) the obligation delivery thereof would not subject Seller to criminal liability or otherwise constitute the violation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such saleany Law. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3. (b) All proceeds of any sale described in Section 9.2.2 (a) (net of the Expenses of Sale9.2.2(a) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then endedDate; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale)sale; plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment LEASE AGREEMENT BASE PAGE 23 217 Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Salereasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such termination and sale). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3. (b) All proceeds of any sale described in Section 9.2.2 (a) (net of the Expenses of Sale) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent if payable in arrears with respect to the Payment Period then ended; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale); plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on (if payable in advance) or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "“Expenses of Sale")”) and in the manner and in funds of the type specified in Section 3.3. (b) All proceeds of any sale described in Section 9.2.2 (a) (9.2.2(a), net of the Expenses of Sale) , shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Date, but excluding Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then endedDate; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (sale, net of the Expenses of Sale); plus plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's ’s obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b)9.2.3, Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date Date (i1) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, bidder (if any, which ) who shall have submitted the highest cash bid (net of applicable any brokerage commissionscommissions and similar expenses payable to any Person(s) retained by Lessee) on or before the date ten Business Days prior to before such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section (S) 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section (S) 5 and Annex B, and (ii2) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section (S) 4.5, against cash paid to Lessor (or Mortgagee if Mortgagee has not notified Lessee that the Lien of the Mortgage has been duly discharged) in the amount of such highest bid (net of applicable any brokerage commissions and similar expenses payable to any Person(s) retained by Lessee, and all reasonable out-of-pocket fees and expenses (excluding brokerage commissions and similar expenses payable to any Person(s) not retained by Lessee) incurred by Lessor, Mortgagee Mortgagee, and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Salesale")) and in the manner and in funds of the type specified in Section (S) 3.3. (b) All proceeds of any sale described in Section (S) 9.2.2 (a) (net of the Expenses of Sale) shall be paid to and retained by Lessor (or Mortgagee if Mortgagee has not notified Lessee that the Lien of the Mortgage has been duly discharged) and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to LessorLessor (or Mortgagee if Mortgagee has not notified Lessee that the Lien of the Mortgage has been duly discharged), in the manner and in funds of the type specified in Section (S) 3.3: (i1) all unpaid Basic Rent due at any time prior to before such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then ended; plus (ii2) an amount equal to the excess, excess (if any, ) of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale); plus (iii3) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (iS) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale)3. (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On Optionee agrees to timely take such actions as FS --------------- Equity may reasonably request in connection with the proposed Termination Date (i) Lessee approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Optionee may have in connection therewith. Without limiting the generality of the foregoing, within 30 days of Optionee's receipt of the Sale Notice, Optionee shall deliver to FS Equity, certificates representing Optionee's Shares to be sold pursuant to this Section 10 together with stock powers duly endorsed in blank. In the Airframe event that Optionee fails to deliver such certificates, Company shall cause the books and Engines or engines constituting part records of Company to show that Optionee's Shares are bound by the provisions of this Section 10 and that such Shares shall be transferred only to the Third Party Buyer upon surrender for transfer by Optionee. Optionee hereby grants to FS Equity an irrevocable proxy to vote Optionee's Shares and to exercise all the rights, powers, privileges and remedies to which a holder of such Shares would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Shares on the records books of the Aircraft Company) by any other person, upon the failure of Optionee to the bidder, if any, which shall have submitted the highest cash bid (net deliver any of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor his Shares pursuant to this Section 5 10 and Annex B and in full compliance with which proxy shall terminate only upon consummation of the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount sale of such highest bid Shares or 120 days after the Sale Notice is given (net of or such longer period as may be necessary to complete any applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant regulatory approval process in connection with such sale) if FS Equity has not completed the sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3. (b) All proceeds of any sale described in Section 9.2.2 (a) (net of the Expenses of Sale) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then ended; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale); plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale). (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, Shares in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such saleherewith. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. The closing of the sale of the Loan (the "Closing") shall occur on a business day designated by Seller which shall be not more than thirty (30) days after the Pricing Date (the "Closing Date"); provided that Seller shall give Purchaser not less than five (5) business days' prior written notice of the Closing Date. (a) On At the proposed Termination Date Closing, the following (the "Seller's Closing Documents") shall be delivered by Seller to Purchaser: (i) Lessee shall deliver the Airframe and Engines or engines constituting part assignment of the Aircraft Mortgage and other recorded documents, without recourse, representation or warranty, express or implied (other than any covenant, representation or warranty contained in this Agreement which expressly survives the Closing), in the form annexed hereto as Exhibit D (the "Assignment of Recorded Documents"). (ii) a general assignment of the Seller's rights in and to the bidderLoan and the Loan Documents, without recourse, representation or warranty, express or implied (other than any covenant, representation or warranty contained in this Agreement which expressly survives the Closing), in the form annexed hereto as Exhibit E. (iii) assignments of any and all uniform commercial code financing statements heretofore filed with respect to the Property in which Seller is named as secured party, all on Form UCC-3 or such other forms which may then be accepted for filing in the offices where such financing statements have been filed. (iv) the original Loan Documents described on Schedule 7(f) or, to the extent that Seller is unable to deliver an original of any of the Loan Documents, copies thereof, together with a certificate of the Seller with regard to the accuracy of such copies, in the form of Exhibit F attached hereto. (v) an allonge to the note evidencing the Loan, endorsing such note to Purchaser. (vi) all escrow, impound or cash collateral accounts and all letters of credit, if any, which shall have submitted held by Seller as security for the highest cash bid Loan or the performance of the Borrower's obligations under the Loan Documents. (net vii) copies of notices given by Seller to the Borrower, the applicable brokerage commissionsinsurance companies or any other person regarding the transfer of the Loan. (viii) on or before the date ten Business Days prior to such Termination Date, a certificate regarding any changes in the same manner information specified on Exhibit A, as if delivery were made updated to Lessor pursuant to the Closing Date. (ix) an affidavit stating that Seller is not a "foreign person" under the Foreign Investment in Real Property Tax Act, Internal Revenue Code Section 5 and Annex B and in full compliance with the terms thereof1445, as amended, and shall duly the regulations promulgated thereunder. (x) such other and further documents and instruments of transfer and assignment, without recourse, representation or warranty, express or implied (other than any, covenant, representation or warranty contained in this Agreement which expressly survives the Closing), as may be reasonably required to Lessor title to any such engines not owned by Lessor, all in accordance with effectuate or confirm the terms assignment and transfer of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale Loan and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3Loan Documents to Purchaser. (b) All proceeds At the Closing, the balance of any sale described in Section 9.2.2the Purchase Price shall be delivered by Purchaser to Seller. (ac) At the Closing, the Escrow Agent shall (net and is hereby authorized and directed by Seller and Purchaser to) transfer to Seller the Deposit. (d) The obligation of Seller to transfer the Loan to Purchaser and to otherwise consummate the transactions contemplated hereby shall be subject to the satisfaction of the Expenses of Sale) shall be paid to and retained by Lessor and, following conditions precedent on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3Closing Date: (i) all unpaid Basic Rent due representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects when made and shall be true in all material respects at any time and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, and Purchaser shall have performed and complied with, in all material respects, all covenants, agreements and conditions required by this Agreement to be performed or complied with by Purchaser prior to such Termination Date and all Basic Rent due on such Termination Date to or at the extent payable in arrears with respect to the Payment Period then ended; plusClosing; (ii) an amount equal to Seller shall have received the excess, if any, balance of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale); plusPurchase Price; (iii) Seller shall have received payment of the balance of the Purchase Price in accordance with Section 3(a)(ii) and such other amounts as provided in Section 3.2.2are due Seller hereunder; and (iv) No claim, interest on litigation or other proceeding, arising out of or relating to the amounts specified Loan, the Borrower, any Guarantor or the Property, shall have been threatened or commenced after the Pricing Date against Seller or any person for whom Seller shall be liable or whom Seller shall be obligated to indemnify, which in the foregoing clause opinion of Seller is material, unless the Purchaser shall have provided security satisfactory to Seller in its sole discretion for Purchaser's obligation to indemnify Seller against such claim, litigation or other proceeding under Section 17. (e) Purchaser's obligation to pay the Purchase Price, to purchase the Loan and otherwise to consummate the transactions contemplated hereby shall be subject to Sections 5 and 12 hereof and to the satisfaction of the following conditions precedent on and as of the Closing Date: (i) all representations and warranties of Seller contained in this Agreement shall have been true in all material respects when made and, to the extent then deemed remade, shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date; (ii) Seller shall have performed and complied with, in all material respects, all material covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Payment Due Rate Closing Date; (iii) Purchaser shall have received Seller's Closing Documents; and (iv) Seller has delivered to Purchaser an estoppel certificate from and including Borrower substantially in the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease form attached hereto as Exhibit G (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, and (C) the Expenses of Sale"Borrower Estoppel"). (cf) Upon The foregoing conditions are for the benefit only of the party for whom they are specified to be conditions precedent and subject such party may, in its sole discretion, waive any or all of such conditions and close under this Agreement without any increase in, abatement of or credit against the Purchase Price. (g) From and after the Closing Date, Seller shall promptly, subsequent to its receipt, forward to Purchaser (at the address specified herein for notices) copies or originals of any such sale and receipt of proceeds by Lessorall bills, invoices, insurance binders and full policies, letters, documents and final payment of all amounts described in Section 9.2.2(b)other correspondence it receives relating to the Loan, the Loan Documents and compliance by Lessee with all the other provisions of this Section 9.2, Property to the extent (i) Lessor will transfer that such materials are not otherwise subject to Lesseea privilege, in accordance with Section 4.5, any Engines constituting part or subject to an obligation of the Aircraft but which were not then installed on the Airframe and sold therewith; and confidentiality or other contractual obligation restricting Seller's release thereof or (ii) the obligation delivery thereof would not subject Seller to criminal liability or otherwise constitute the violation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such saleany Law. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination Date. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination Date, this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissionsany fees, commissions or expenses of any broker retained by the Lessee) on or before the date ten 10 Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid by such bidder to Lessor in the amount of such highest bid (net of applicable brokerage any fees, commissions and all reasonable out-of-pocket fees and or expenses incurred of any broker retained by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")Lessee) and in the manner and in funds of the type specified in Section 3.3. (b) All The net proceeds of any sale described in Section 9.2.2 (a) (net of the Expenses of Sale) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then ended; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the net proceeds of such any sale (net of the Expenses of Saledescribed in Section 9.2.2(a); plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent (other than Termination Value) due by Lessee to Lessor, Mortgagee or the Participants under this Lease (Lease, including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, payable and (C) the Expenses of Sale)reasonable out-of-pocket fees and expenses (including any sales, transfer or similar taxes) incurred by Lessor, Mortgagee and Owner Participant in connection with such termination and sale, other than any fees, commissions or expenses payable to any broker retained by the Lessor. (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination DateDate or any other date within 10 Business Days after a Termination Date as Lessor may consent to, which consent shall not be withheld unreasonably; provided that interest shall accrue on each such day of the aforementioned 10-day extension at the Debt Rate. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination DateDate (or such later date pursuant to the immediately preceding sentence), this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.

Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissionsany fees, commissions or expenses of any broker retained by the Lessee) on or before the date ten 10 Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid by such bidder to Lessor in the amount of such highest bid (net of applicable brokerage any fees, commissions and all reasonable out-of-pocket fees and or expenses incurred of any broker retained by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")Lessee) and in the manner and in funds of the type specified in Section 3.3. (b) All The net proceeds of any sale described in Section 9.2.2 (a) (net of the Expenses of Sale) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3: (i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then ended; plus (ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the net proceeds of such any sale (net of the Expenses of Saledescribed in Section 9.2.2(a); plus (iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent (other than Termination Value) due by Lessee to Lessor, Mortgagee or the Participants under this Lease (Lease, including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pay- able pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Notes upon such sale, (B) all interest charges provided for hereunder or under any other Lessee Operative Agreement with respect to the late payment of any amounts so payable, payable and (C) the Expenses of Sale)reasonable out-of-pocket fees and expenses (including any sales, transfer or similar taxes) incurred by Lessor, Mortgagee and Owner Participant in connection with such termination and sale, other than any fees, commissions or expenses payable to any broker retained by the Lessor. (c) Upon and subject to any such sale and receipt of proceeds by Lessor, and full and final payment of all amounts described in Section 9.2.2(b), and compliance by Lessee with all the other provisions of this Section 9.2, (i) Lessor will transfer to Lessee, in accordance with Section 4.5, any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith; and (ii) the obligation of Lessee to pay Basic Rent, on or after the Payment Date with reference to which Termination Value is computed, shall cease, and the Term for the Aircraft shall end effective as of the date of such sale. (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take place only on a Termination DateDate or any other date within 10 Business Days after a Termination Date as Lessor may consent to, which consent shall not be withheld unreasonably; provided that interest shall accrue on each such day of the aforementioned 10-day extension at the Debt Rate. Subject to Section 9.3, if no sale shall have occurred on or as of the proposed Termination DateDate (or such later date pursuant to the immediately preceding sentence), this Agreement shall continue in full force and effect, and all of Lessee's obligations shall continue, including, without limitation, its obligation to pay Rent, in each case, as if the notice under Section 9.1 shall not have been given and, subject to Section 9.2.3(b), Lessee may give another notice pursuant to Section 9.1.