Common use of EARLY PURCHASE OPTION Clause in Contracts

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than all of the Units leased hereunder on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to Lessees may, so long as no Default exists hereunder, at any time during the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentenceTerm, Lessee shall have the right and, upon the giving of such notice, the obligation elect to purchase all (but not less than all all) of the Units leased Equipment described on all Schedules executed hereunder as of a Rent Payment Date ("Early Purchase Date") upon at least ten (10) days' prior written irrevocable notice to Lessor. If Lessees elect to purchase the Equipment as provided above, on the Early Purchase Date Date, Lessees shall pay to Lessor the purchase price for such Units at a the Equipment, determined as hereinafter provided. The purchase price of the Equipment shall be an amount equal to the Early Purchase Price sum of such Units plus (A) the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment Termination Value (calculated as of the Early Purchase PriceDate) for the Equipment, together with plus (wB) all unpaid Basic taxes and charges upon sale, plus (C) all Rent and other sums due and payable prior to such Early Purchase unpaid as of the Termination Date, plus (xD) any Late the Make Whole Amount, plus (E) if the Termination Date is before the eighth (8th) Rent Payment Interest with respect any Rent not paid when due Date, an amount equal to three percent (including, for the avoidance 3%) of doubt, Rent corresponding to the principal amount such Termination Value. Upon satisfaction of the Equipment Notes)conditions specified in this Paragraph, (y) Lessor will transfer, on an AS IS WHERE IS BASIS, without recourse or warranty, express or implied of any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitationkind whatsoever, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and Lessor's interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty the Equipment to Stella and/or Mxxx as to the absence of Lessor's Liensdirected by Lessees in writing. Lessor shall not be required to make and may specifically disclaim any other representation or warranty as to the condition of such Units or any Equipment and other matters, matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessee free and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event clear of any lien or encumbrance created by, through or under Lessor. Lessor shall execute and deliver to Lessees, at Lessees' cost and expense, such purchase and receipt by Lessor Uniform Commercial Code Statements of all of the amounts provided Termination as reasonably may be required in this Section 22.1, the obligation of Lessee order to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and any interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation AgreementEquipment.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than all of the Units leased hereunder on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), and (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all then unpaid Policy Provider Amounts and and, without duplication, all then unpaid Policy Provider Reimbursement Costs then due Costs, in each case, as defined in this Lease and owing (together with, if as defined in the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay Other Lease described in full all outstanding Policy Provider Amounts, calculated pursuant to clause (IIi) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner TrusteeTrust's obligations under the Indenture and its obligations under the Policy Provider Documents to which the Owner Trust is a party as provided in Section 3.6 of the IndentureIndenture to the extent such obligations become due after the date of exercise of such purchase option; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentencesentence and the corresponding notices under the Other Leases and shall concurrently purchase all (but not less than all) of the Other Units then subject to the Other Leases, Lessee shall have the right and, upon the giving of such noticenotices, the obligation to purchase all (but not less than all all) of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 90 days but and not more than 720 180 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent therefor due and payable payable, or accrued, prior to such the Early Purchase Date, (x) any Make-Whole Amount and Late Payment Lease Agreement (TRLI 2001-1C) Interest with respect to the Equipment Notes then being prepaid, (y) the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and any Late Payment Interest with respect any Rent not paid when due related thereto and (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (yz) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing Agreements (so that, after receipt and application of all such payments, but without withdrawal from any CAA Reserve Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bParticipant) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx bill of sale transferring and assigning to Lessee all right, title and xxx interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx bill of sale and all other documentation relating to any purchase by Lessee xx Xessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate with respect theretoend. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture in respect of the indebtedness evidenced by such Equipment Notes related to such Units as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx bill of sale transferring and assigning to Lessee all right, title and xxx interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lease Agreement (TRLI 2001-1C) Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of a portion of the Early Purchase Price for such Units in four (4) installments in the amounts and on the dates set forth on Schedule 6 to the Participation Agreement so long as the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date in the event of any such election by Lessee, under any circumstances and in any event, together with other amounts of Supplemental Rent payable by Lessee on such date, will be at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal and accrued interest of the Equipment Notes together with any Make Whole Amount, Late Payment Interest and all other amounts owed to the holders of the Equipment Notes under the Operative Agreements; and provided further, that such deferred portion (i) may be prepaid by Lessee at any time in whole and (ii) will be secured in favor of Lessor by a letter of credit by a bank or financial institution acceptable to Owner Participant in its sole discretion or if acceptable to Owner Participant in its sole discretion a guaranty of Trinity in form and substance reasonably satisfactory to Lessor. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider Participant and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. Listed on Schedule 6 to the Participation Agreement as the Basic Rent Adjustment for the Early Purchase Date is the amount of Basic Rent that, as of the Early Purchase Date, has been paid for periods after the Early Purchase Date (based upon the assumption that all prior amounts of Basic Rent due have been paid) or the amount of Basic Rent that, as of the Early Purchase Date, is the amount of Basic Rent that has accrued but has not been paid for periods prior to the Early Purchase Date. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of such Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional accrued, but unpaid Basic RentRent and not an increase in the Early Purchase Price). If Lessee Lease Agreement (TRLI 2001-1C) elects to pay the Early Purchase Price in installments, then the amount of Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement shall increase or decrease, as the case may be, the amount of Early Purchase Price payable by Lessee on the Early Purchase Date. Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than all of the Units leased hereunder on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due 42 and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentencesentence and the corresponding notice under the Other Lease and shall concurrently purchase all (but not less than all) of the units then subject to the Other Lease, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all (but not less than all all) of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 90 days but and not more than 720 180 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent therefor due and payable payable, or accrued, prior to such the Lease Agreement (TRLI 2001-1B) Early Purchase Date, (x) any Make-Whole Amount and Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)Notes then being prepaid, (y) the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and any Late Payment Interest related thereto and (z) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing Agreements (so that, after receipt and application of all such payments, but without withdrawal from any CAA Reserve Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bParticipant) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate with respect theretoend. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture in respect of the indebtedness evidenced by such Equipment Notes related to such Units as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Lease Agreement (TRLI 2001-1B) Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of a portion of the Early Purchase Price for such Units in four (4) installments in the amounts and on the dates set forth on Schedule 6 to the Participation Agreement so long as the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date in the event of any such election by Lessee, under any circumstances and in any event, together with other amounts of Supplemental Rent payable by Lessee on such date, will be at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal and accrued interest of the Equipment Notes together with any Make Whole Amount, Late Payment Interest and all other amounts owed to the holders of the Equipment Notes under the Operative Agreements; and provided further, that such deferred portion (i) may be prepaid by Lessee at any time in whole and (ii) will be secured in favor of Lessor by a letter of credit by a bank or financial institution acceptable to Owner Participant in its sole discretion or if acceptable to Owner Participant in its sole discretion a guaranty of Trinity in form and substance reason ably satisfactory to Lessor. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider Participant and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. Listed on Schedule 6 to the Participation Agreement as the Basic Rent Adjustment for the Early Purchase Date is the amount of Basic Rent that, as of the Early Purchase Date, has been paid for periods after the Early Purchase Date (based upon the assumption that all prior amounts of Basic Rent due have been paid) or the amount of Basic Rent that, as of the Early Purchase Date, is the amount of Basic Rent that has accrued but has not been paid for periods prior to the Early Purchase Date. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of such Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional accrued, but Lease Agreement (TRLI 2001-1B) unpaid Basic RentRent and not an increase in the Early Purchase Price). If Lessee elects to pay the Early Purchase Price in installments, then the amount of Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement shall increase or decrease, as the case may be, the amount of Early Purchase Price payable by Lessee on the Early Purchase Date. Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 So long as no Default or Event of the Participation Agreement and provided that Lessee Default shall have duly given occurred and be continuing, the notice required by the next succeeding sentence, Lessee shall have the right andmay, upon the giving of such notice, the obligation to purchase all but not less than all of 90 days' prior written notice to the Units leased hereunder OwnerTrustee, elect to purchase the Facility on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified belowPrice. Lessee shall give Lessor Such written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of On the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding Lessee shall pay to the principal amount of OwnerTrustee (or, so long as the Equipment Notes), (y) any other Supplemental Rent due Secured Indebtedness shall not have been fully paid and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Unitssatisfied, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bIndenture Trustee) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 4(d) hereof in immediately available funds (i) all payments of Periodic Rent (other than Periodic Rent payable "in advance" on the Early Purchase Date) and Periodic Site Rent through and including such Early Purchase Date, (ii) the Early Purchase Price, (iii) an amount equal to the Make-Whole Amount, if any, in respect of the principal amount of the Series B Notes to be prepaid in accordance with Section 2.10(d) of the Indenture and (iv) all other sums then due and payable by the Lessee under this Lease and the other Lessee Agreements, against delivery of a quitclaim deed or xxxx of sale transferring and assigning to the Lessee all right, title and interest of Lessor the OwnerTrustee in and to such Units the Facility on an "as-is" "where-is" basis and containing without recourse or warranty, express or implied, except for a warranty as against Lessor's Liens attributable to the absence of Lessor's LiensOwnerTrustee or Wilmington Trust Company. Lessor The OwnerTrustee shall not otherwise be required to make any other representation or warranty as to the condition of such Units the Leased Property or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor the OwnerTrustee and the Indenture Trustee of all of the amounts provided in this Section 22.1, 19(f) the obligation of the Lessee to pay Basic Periodic Rent and Periodic Site Rent hereunder in respect of the applicable Units shall cease and the Term shall end. In the event the Lessee exercises its option to assume the Series B Notes in accordance with Section 12 of the Participation Agreement, the principal amount of such Series B Notes so assumed shall be deducted from the amounts payable by the Lessee hereunder. If, on the Early Purchase Date, the Lessee shall fail to pay all amounts required to be paid pursuant to this Section 19(f), Lessee's notice of early purchase shall be deemed to be withdrawn as of such date and this Lease Team shall terminate continue in full force and effect with respect theretoto the Facility and the Lessee shall pay the reasonable costs, expenses and liabilities incurred by the OwnerTrustee, the Indenture Trustee and the Participants as a result of Lessee's having given such notice. If The Lessee may elect to pay the Early Purchase Price in installments in the amounts (subject to reduction in the case of the first installment if the Lessee elects to exercise assume the purchase option provided for Series B Notes in this accordance with Section 22.112 of the Participation Agreement) and on the dates set forth in Schedule 4; PROVIDED HOWEVER, if the Lessee shalldoes not elect to assume the Series B Notes in accordance with Section 12 of the Participation Agreement, as after giving effect to the purchase price thereforpayment and application of the first installment of the Early Purchase Price the Series B Notes shall been paid in full; PROVIDED FINALLY, that if the Lessee so elects to pay the Early Purchase Price in installments, the Lessee (a) unless the Lessee shall have assumed the Series B Notes in accordance with Section 12 of the Participation Agreement, shall grant the Owner-Trustee a lien and security interest in the sole discretion Leased Property pursuant to agreements satisfactory in scope, form and substance to the Owner Participant, securing the unpaid amount of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified (b) shall provide a letter of credit in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as unpaid Early Purchase Price, in scope, form and substance satisfactory to the Owner Participant, issued by a bank or trust company organized under the laws of the United States or any State thereof, the long term debt of which bank or trust company is rated A2 by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and A by Xxxxx'x Investors Service, Inc., or (c) shall grant the Owner-Trustee a lien and security interest in Property of the Lessee reasonably acceptable to Owner Participant (other than the Leased Property) pursuant to agreements satisfactory in scope, form and substance to the Owner Participant, securing the unpaid amount of the Early Purchase Date and assume on a full recourse basis all Price. In the event of any purchase of the Owner Trustee's obligations under Facility by the Indenture as provided in Lessee pursuant to this Section 3.6 of the Indenture; provided, that, following such assumption19(f), the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all Owner-Trustee shall, concurrently with such purchase, transfer its right, title and interest of Lessor in and to the Units Site Lease to the Lessee on an "as-is" "where-is" basis and containing without recourse or warranty, express or implied, except for a warranty as against Lessor's Liens attributable to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase OwnerTrustee or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation AgreementWilmington Trust Company.

EARLY PURCHASE OPTION. In addition to (i) Provided that the option granted Lessee pursuant to Section 6.9 of the Participation Agreement Lease has not been earlier terminated and provided further that Lessee shall have duly given is not in default under the notice required by the next succeeding sentenceLease, Lessee shall have the right andmay, upon the giving of such noticeUPON AT LEAST 30 DAYS BUT NO MORE THAN 270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, the obligation to purchase on an AS IS BASIS all (but not less than all all) of the Units leased hereunder Equipment listed and described in this Schedule on the rent payment date (the "Early Purchase Date Date") which is December 1, 2018 for such Units at a price equal to $_________ (the "FMV Early Purchase Option Price"), plus all applicable sales taxes. Lessor and Lessee agree that the FMV Early Option Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment is a reasonable prediction of the Early Purchase Price, together with Fair Market Value (was such term is defined in the END OF LEASE PURCHASE OPTION Section subsection (b) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (xof the Lease hereof) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any other Supplemental Rent due and owing by Lessee under non-severable improvement to the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under Equipment which increases the terms value of the Collateral Agency Agreement to receive, Equipment and does receive, taking into account all payments of Basic Rent in respect is not required or permitted by the MAINTENANCE Section or the RETURN OF EQUIPMENT Section of the UnitsLease prior to lease expiration, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition time of such Units or any other mattersoption being exercised, Lessor and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as adjust the purchase price therefor, in to reflect any addition to the sole discretion of Lessee, either price anticipated to result from such improvement. (i) pay The purchase option granted by this subsection shall be referred to herein as the "Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or Option".) (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and with respect to the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exerciseEquipment leased hereunder, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positiveDate, Lessee shall pay an amount equal to Lessor any Rent and other sums due and unpaid on the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price Option Date and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease pay the FMV Early Option Price, plus all applicable sales taxes, to pay Basic Rent and all other payments hereunder Lessor in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreementcash.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to So long as no Default under clause (vi), (vii) --------------------- or (viii) of Section 6.9 15(a) or Event of Default shall have occurred and be continuing and no Default under clause (vii), (viii) or (ix) of Section 15(a) of the Participation Agreement and provided that Lessee ClO//2// Lease or Event of Default as defined under the ClO//2// Lease shall have duly given occurred and is continuing, the notice required by the next succeeding sentence, Lessee shall have the right andmay, upon the giving of such notice, the obligation to purchase all but not less than all of 90 days' prior written notice to the Units leased hereunder Owner Trustee (and so long as the Secured Indebtedness has not been fully paid and satisfied, to the ClO//2// Indenture Trustee and the Indenture Trustee) elect to purchase the Facility on the Early Purchase Date for such Units at a price equal to the Early Purchase Price Price; provided that such right may not be exercised unless the corresponding right is being exercised by it under Section 14(c) of such Units plus the other amounts specified belowClO//2// Participation Agreement. Lessee shall give Lessor Such written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of On the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding Lessee shall pay to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is (or, so long as the Lessee or an Affiliate of Secured Indebtedness shall not have been fully paid and satisfied, the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (IIIndenture Trustee) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 4(d) hereof in immediately available funds against delivery (i) all payments of Periodic Rent (other than Periodic Rent payable "in advance" on the Early Purchase Date) and Periodic Site Rent through and including such Early Purchase Date whether or not due and payable at the time, (ii) the Early Purchase Price, (iii) an amount equal to the Make-Whole Amount, if any, in respect of the principal amount of the Notes to be prepaid in accordance with Section 2.10(d) of the Indenture and (iv) all other Rent and sums then due and payable by the Lessee under this Facility Lease and the other Lessee Agreements. Upon application of all such sums to the payment in full and satisfaction of the Secured Indebtedness pursuant to the Indenture and release of the Lien thereof pursuant to Section 9.01 of the Indenture or the assumption of the Notes in accordance with Section 12 of the Participation Agreement, as the case may be, the Owner Trustee shall then and thereupon deliver a quitclaim deed and xxxx of sale transferring and assigning to the Lessee all right, title and interest of Lessor the Owner Trustee in and to such Units the Facility on an "as-is" "where-is" basis and containing without recourse or warranty, express or implied, except for a warranty as against Lessor's Liens attributable to the absence Owner Trustee or Wilmington Trust Company. Such purchase shall be deemed to be null and void unless the purchase by it of Lessor's Liensthe ClO//2// Facility has occurred under Section 14(c) of the ClO//2// Participation Agreement. Lessor The Owner Trustee shall not otherwise be required to make any other representation or warranty as to the condition of such Units the Leased Property or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor the Owner Trustee (or, so long as the Secured Indebtedness has not been fully paid and satisfied, the Indenture Trustee) of all of the amounts provided in this Section 22.1, 19(f) the obligation of the Lessee to pay Basic Periodic Rent and Periodic Site Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate end. In the event the Lessee exercises its option to assume the Notes in accordance with respect thereto. If Lessee elects to exercise Section 12 of the purchase option provided for in this Section 22.1Participation Agreement, Lessee shall, as the purchase price therefor, in the sole discretion principal amount of Lessee, either (i) pay such Notes so assumed shall be deducted from the Early Purchase PricePrice and no Make-Whole Amount shall be payable under this Section 19(f). If, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all rightDate, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under pay all amounts required to be paid pursuant to this second paragraph Section 19(f) and Section 14(c) of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitationClO//2// Participation Agreement, Lessee's obligation notice of early purchase shall be deemed to pay installments be withdrawn as of Rentsuch date, this Lease shall continue in full force and effect with respect to the Facility and the Lessee shall be obligated to pay all costs the reasonable costs, expenses and expenses, including legal fees and expenses, liabilities incurred by Lessorthe Owner Trustee, Owner Participant, Policy Provider and the Indenture Trustee and the Participants as a result of the notice Lessee's having given by such notice. The Lessee pursuant may elect to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less in installments in the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 amounts (subject to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If case of the first installment if the Lessee exercises elects to assume the Early Purchase Option Notes in accordance with Section 12 of the Participation Agreement) and on the Basic Rent Adjustment is positivedates set forth in Schedule 4; provided however, if the Lessee shall pay an amount equal does not elect to assume the Notes in accordance with Section 12 of the Participation Agreement, after giving effect to the payment and application of the first installment of the Early Purchase Price plus the Basic Rent Adjustment Notes shall have been paid in respect of such purchased Units full; provided finally, that if the Lessee so elects to pay the Early Purchase Price in installments, the Lessee (as a) shall grant the Owner Trustee a payment of additional Basic Rent). Notwithstanding Lien and security interest in the foregoing provisions of this Section 22.1 Leased Property pursuant to agreements reasonably satisfactory in scope, form and substance to the contraryOwner Participant, securing the unpaid amount of the Early Purchase Price (provided that Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to not elect this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease option (and the Equipment Notesa) in place; provided, that if Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects have assumed the Notes in accordance with Section 6.9 of the Participation Agreement), (b) shall provide a letter of credit in the amount of the unpaid Early Purchase Price, in scope, form and substance reasonably satisfactory to the Owner Participant, issued by a bank or trust company organized under the laws of the United States or any State thereof, the long term debt of which bank or trust company is rated A2, by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and A by Xxxxx'x Investors Service, Inc., or (c) shall grant the Owner Trustee a Lien and security interest in Property (other than the Leased Property) of the Lessee reasonably acceptable to Owner Participant pursuant to agreements reasonably satisfactory in scope, form and substance to the Owner Participant, securing the unpaid amount of the Early Purchase Price.

EARLY PURCHASE OPTION. In addition So long as no Default or Event of Default shall have occurred, Lessee may, upon giving its irrevocable written notice to Lessor at least one hundred twenty (120) days but no more than one hundred eighty (180) days prior to the option granted Lessee pursuant proposed Early Purchase Date, purchase the Aircraft on the Early Purchase Date for an amount, payable in immediately available funds, equal to Section 6.9 the applicable Early Purchase Option Amount, plus any applicable Impositions resulting from such sale, together with any Basic Rent due and payable on or before the Early Purchase Date and all other accrued 35 <PAGE> and unpaid Rent. Lessor's sale of the Participation Agreement Aircraft shall be on an "AS-IS WHERE-IS" basis. The Lease shall not be deemed terminated unless, on the Early Purchase Option Date, (i) Lessor receives the amounts specified in the preceding sentence in indefeasible funds, and (ii) Lessee satisfies any and all other conditions imposed by Lessor with respect to the sale of the Aircraft. 36 <PAGE> EARLY TERMINATION ADDENDUM ("Early Termination Addendum") to Lease (S/N 143) dated as of August 25, 2004, (the "Lease"), by and between FLEET NATIONAL BANK, as lessor ("Lessor"), and PRIORITY FULFILLMENT SERVICES, INC., as lessee ("Lessee"). All capitalized terms not defined in this Early Termination Addendum are defined herein in the Lease. Execution of the Lease by Lessee and Lessor shall be deemed to constitute execution and acceptance of the terms and conditions of this Early Termination Addendum, and it shall supplement and be a part of the Lease. So long as no Default or Event of Default shall have occurred and be continuing hereunder and provided that Lessee shall have duly given made a good faith determination that the notice required by the next succeeding sentenceAircraft is economically obsolete or surplus to its needs, Lessee shall have the right andbe entitled, at its option, upon at least one hundred twenty (120) days prior written notice to Lessor to terminate this Lease as of any Early Termination Date. During the period from the giving of such noticenotice until the proposed Early Termination Date, Lessee, as agent for Lessor and at no cost or expense to Lessor of any kind whatsoever, shall use its best efforts to obtain the obligation to highest possible bids for the purchase all but not less than all of the Units leased hereunder on Aircraft. Lessor may, but shall be under no obligation to, solicit bids for the Early Purchase Date for such Units at a price equal to purchase of the Early Purchase Price of such Units plus the other amounts specified belowAircraft. Lessee shall give promptly certify to Lessor in writing the amount and terms of each bid received by Lessee and the name and address of the person submitting such bid. All of such bids shall be subject to the prior written notice not less than 360 days but not more than 720 days approval of Lessor and Lessee shall inform all bidders of such requirement when requesting any bids. Without limiting the generality of any terms of the Lease, prior to soliciting bids for the sale of the Aircraft, the Aircraft shall be in the condition required under the Lease. On the Early Purchase Date of its election Termination Date, Lessor shall sell the Aircraft for cash to exercise the purchase option provided for in this Section 22.1, which notice bidder who shall be irrevocable. Payment of have submitted the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable highest bid prior to such Early Purchase Datedate, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding and title to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant Aircraft shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of transferred by Lessor in and to such Units bidder on an "asAS-isIS WHERE-IS" "where-is" basis basis. Lessor may, at its option, elect not to sell the Aircraft and containing a warranty as retain title to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to Aircraft whereupon the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all lease of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units Aircraft shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes be terminated as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided Termination Date. The total sale price realized at such sale shall be retained by Lessor and, in Section 3.6 of the Indenture; providedaddition, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery Termination Date, Lessee will pay to Lessor (1) the excess, if any, of a xxxx (A) the greater of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease Fair Market Sales Value and the Operative AgreementsEarly Termination Amount of the Aircraft on the Early Termination Date, includingover (B) the sale price of the Aircraft after deducting all taxes, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, expenses (including legal fees and expenses, ) incurred or paid by Lessor, Owner Participant, Policy Provider Lessor in connection with such sale; plus (2) all Basic Rent due for the Aircraft on such Early Termination Date together with all accrued and Indenture Trustee as a result unpaid Rent then due and owing for the Aircraft (all of the notice given by Lessee pursuant to amounts set forth in this Sectionsubclauses (2) collectively the "outstanding termination amounts"). If for any reason no sale shall occur on the Early Termination Date, the lease of the Aircraft hereunder shall continue in full force and effect or, at Lessor's option, the Lessee exercises its shall pay to Lessor the greater of the Fair Market Sales Value and the Early Purchase Option Termination Amount of the Aircraft on the Early Termination Date together with the outstanding termination amounts and all taxes, costs and expenses (including legal fees and expenses) incurred or paid by Lessor in connection with such any proposed sale whereupon the lease of the Aircraft shall be terminated as of the Early Termination Date and title to the Aircraft shall be transferred by Lessor to Lessee on an "AS-IS WHERE-IS" basis. For purposes of this Early Termination Addendum, the following terms shall have the following meanings: "Early Termination Amount" for any Basic Rent Date designated as an Early Termination Date on Schedule No. 4 to the Lease Supplement to the Lease shall be the amount determined by multiplying the Lessor's Cost of the Aircraft by the percentage set forth opposite the applicable Early Termination Date set forth on Schedule No. 4 to the Lease Supplement. "Early Termination Date" shall mean each of the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to Number(s) designated as such exercise, then Lessee shall pay an amount equal on Schedule No. 4 to the Early Purchase Price less Lease Supplement. "Fair Market Sales Value" shall mean the absolute value of the Aircraft determined on the following basis: (i) the value shall be the amount which would be obtained in an arm's length transaction between an informed and willing buyer or lessee (who is neither a lessee in possession nor a used equipment dealer), and an informed and willing seller or lessor, as the case may be, under no compulsion to sell or lease, as 37 <PAGE> the case may be; (ii) the costs of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect removal of the purchased Units Aircraft from its then location shall not be a deduction from such value; and (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notesiii) in place; provideddetermining any such value, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase it shall be made in all respects in accordance with Section 6.9 of assumed (whether or not the Participation Agreement.same be true)

EARLY PURCHASE OPTION. In addition to (a) Provided that no Lease Event of Default shall have occurred and be continuing either at the option granted Lessee pursuant to Section 6.9 time of the Participation Agreement notice described below or on the Early Purchase Date (unless Lessor shall have waived such Lease Event of Default solely for the purpose of this Section 22.1) and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase any or all of the Units then leased hereunder (as specified in such notice) on the Early Purchase Date; provided that if Lessee elects to purchase some but not less than all of the Units leased hereunder in any Equipment Group the determination as to which Units are to be purchased 39 45 shall be made on a random or other reasonable basis (including, without limitation, on the Early Purchase Date for basis of car type) without discrimination based on maintenance status or operating condition of the Units in question and such notice shall describe such manner in which Lessee proposes to determine the Units at a price equal to the Early Purchase Price of in such Units plus the other amounts specified belowEquipment Group which will be purchased. Lessee shall give Lessor Lessor, the Indenture Trustee and the Pass Through Trustee written notice not less than 360 days but not more than 720 90 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of . (b) If Lessee elects to exercise the purchase option provided for in this Section 22.1 with respect to any Units, Lessee shall, as the purchase price therefor, pay the Early Purchase PricePrice of such Units, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent amounts due and owing by Lessee under the Operative AgreementsAgreements with respect to such Units, including including, without limitation, all Policy Provider Amounts then unpaid Basic Rent therefor due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement payable on or prior to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date (exclusive of any in advance Basic Rent due on such date) and any Make-Whole Amount with respect to the Equipment Notes then being prepaid, payable at the place of payment specified in Section 3.5 3.6 hereof in immediately available funds funds. Lessee will make such required payments on the Early Purchase Date in the manner specified in Section 3.6 hereof against delivery of a xxxx of sale Bill xx Sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of against Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of the Deferred Portion of the Early Purchase Price, which shall be paid in four (4) installments on the Quarterly Dates occurring in the 12 months immediately following the Early Purchase Date, which Deferred Portion (A) may be prepaid by Lessee at any time in whole and (B) will be secured, at the option of Lessee, by (1) a first lien on the purchased Units (but only if no other indebtedness secured by such Units is then outstanding), (2) a letter of credit in favor of Lessor in a form, and issued by a financial institution, reasonably acceptable to Lessor, or (3) such other collateral as may be mutually acceptable to Lessee and Lessor; and provided, further, that the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date, together with other amounts of Supplemental Rent paid by Lessee on such date will be under any circumstances and in any event, at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal of, the Make Whole Amount, if any, and all unpaid interest on the Equipment Notes issued in respect of such Units and all other amounts owed by Lessee under the Operative Agreements with respect to such Units. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor and the Indenture Trustee of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable for such Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided Term for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreementend.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentencesentence and the corresponding notice under the Other Lease and shall concurrently purchase all (but not less than all) of the units then subject to the Other Lease, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all (but not less than all all) of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 90 days but and not more than 720 180 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent therefor due and payable payable, or accrued, prior to such the Early Purchase Date, (x) any Make-Whole Amount and Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)Notes then being prepaid, (y) the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and any Late Payment Interest related thereto and (z) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing Agreements (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.of

EARLY PURCHASE OPTION. In addition to the option granted --------------------- Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentencesentence and the corresponding notice under the Other Leases and shall concurrently purchase all (but not less than all) of the units then subject to the Other Leases, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all (but not less than all all) of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 90 days but and not more than 720 180 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent amounts due and owing by Lessee under the Operative Agreements, including with respect to such Units, including, without limitationlimitation or duplication, (x) all Policy Provider Amounts then unpaid Basic Rent therefor due and owing payable, or accrued, on or prior to the Early Purchase Date (exclusive of any in advance Basic Rent due on such date), (y) any Make-Whole Amount and Late Payment Interest with respect to the Equipment Notes then being prepaid and (z) the Accumulated Equity Deficiency Amount and any Late Payment Interest related thereto (so that, after receipt and application of all such payments, payments but without any withdrawal from any CAA Reserve Account, (a) the Owner Participant shall be entitled under the terms of the Collateral Agency Intercreditor Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bParticipant) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by the Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by the Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate with respect theretoend. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above above, or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture in respect of the indebtedness evidenced by such Equipment Notes related to such Units as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of the Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of a portion of the Early Purchase Price for such Units in four (4) equal installments in the amounts and on the dates set forth on Schedule 6 to the Participation Agreement so long as the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date in the event of any such election by Lessee, under any circumstances and in any event, together with other amounts of Supplemental Rent payable by Lessee on such date, will be at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal and accrued interest of the Equipment Notes together with any Make Whole Amount, Late Payment Interest and all other amounts owed to the holders of the Equipment Notes under the Operative Agreements; and provided further, that such deferred portion (i) may be prepaid by Lessee at any time in whole and (ii) will be secured in favor of Lessor by a letter of credit by a bank or financial institution acceptable to the Owner Participant in its sole discretion or if acceptable to the Owner Participant in its sole discretion a guaranty of Lessee Parent in form and substance reasonably satisfactory to Lessor. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, the Owner Participant, Policy Provider Participant and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than all of the Units leased hereunder on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be 42 irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, Section 22.1 the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.this

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 So long as no Default or Event of the Participation Agreement and provided that Lessee Default shall have duly given occurred and be continuing, the notice required by the next succeeding sentence, Lessee shall have the right andmay, upon the giving of such notice, the obligation to purchase all but not less than all of 90 days' prior written notice to the Units leased hereunder Owner-Trustee, elect to purchase the Facility on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified belowPrice. Lessee shall give Lessor Such written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of On the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding Lessee shall pay to the principal amount of Owner-Trustee (or, so long as the Equipment Notes), (y) any other Supplemental Rent due Secured Indebtedness shall not have been fully paid and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Unitssatisfied, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bIndenture Trustee) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 4(d) hereof in immediately available funds (i) all payments of Periodic Rent (other than Periodic Rent payable "in advance" on the Early Purchase Date) and Periodic Site Rent through and including such Early Purchase Date, (ii) the Early Purchase Price, (iii) an amount equal to the Make-Whole Amount, if any, in respect of the principal amount of the Series A Notes to be prepaid in accordance with Section 2.10(d) of the Indenture and (iv) all other sums then due and payable by the Lessee under this Lease and the other Lessee Agreements, against delivery of a quitclaim deed or xxxx of sale transferring and assigning to the Lessee all right, title and interest of Lessor the Owner-Trustee in and to such Units the Facility on an "as-is" "where-is" basis and containing without recourse or warranty, express or implied, except for a warranty as against Lessor's Liens attributable to the absence of Lessor's LiensOwner-Trustee or Wilmington Trust Company. Lessor The Owner-Trustee shall not otherwise be required to make any other representation or warranty as to the condition of such Units the Leased Property or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor the Owner-Trustee and the Indenture Trustee of all of the amounts provided in this Section 22.1, 19(f) the obligation of the Lessee to pay Basic Periodic Rent and Periodic Site Rent hereunder in respect of the applicable Units shall cease and the Term shall end. In the event the Lessee exercises its option to assume the Series A Notes in accordance with Section 12 of the Participation Agreement, the principal amount of such Series A Notes so assumed shall be deducted from the amounts payable by the Lessee hereunder. If, on the Early Purchase Date, the Lessee shall fail to pay all amounts required to be paid pursuant to this Section 19(f), Lessee's notice of early purchase shall be deemed to be withdrawn as of such date and this Lease Team shall terminate continue in full force and effect with respect theretoto the Facility and the Lessee shall pay the reasonable costs, expenses and liabilities incurred by the Owner-Trustee, the Indenture Trustee and the Participants as a result of Lessee's having given such notice. If The Lessee may elect to pay the Early Purchase Price in installments in the amounts (subject to reduction in the case of the first installment if the Lessee elects to exercise assume the purchase option provided for Series A Notes in this accordance with Section 22.112 of the Participation Agreement) and on the dates set forth in Schedule 4; PROVIDED HOWEVER, if the Lessee shalldoes not elect to assume the Series A Notes in accordance with Section 12 of the Participation Agreement, as after giving effect to the purchase price thereforpayment and application of the first installment of the Early Purchase Price the Series A Notes shall been paid in full; PROVIDED FINALLY, that if the Lessee so elects to pay the Early Purchase Price in installments, the Lessee (a) unless the Lessee shall have assumed the Series A Notes in accordance with Section 12 of the Participation Agreement, shall grant the Owner-Trustee a lien and security interest in the sole discretion Leased Property pursuant to agreements satisfactory in scope, form and substance to the Owner Participant, securing the unpaid amount of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified (b) shall provide a letter of credit in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as unpaid Early Purchase Price, in scope, form and substance satisfactory to the Owner Participant, issued by a bank or trust company organized under the laws of the United States or any State thereof, the long term debt of which bank or trust company is rated A2 by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and A by Xxxxx'x Investors Service, Inc., or (c) shall grant the Owner-Trustee a lien and security interest in Property of the Lessee reasonably acceptable to Owner Participant (other than the Leased Property) pursuant to agreements satisfactory in scope, form and substance to the Owner Participant, securing the unpaid amount of the Early Purchase Date and assume on a full recourse basis all Price. In the event of any purchase of the Owner Trustee's obligations under Facility by the Indenture as provided in Lessee pursuant to this Section 3.6 of the Indenture; provided, that, following such assumption19(f), the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all Owner-Trustee shall, concurrently with such purchase, transfer its right, title and interest of Lessor in and to the Units Site Lease to the Lessee on an "as-is" "where-is" basis and containing without recourse or warranty, express or implied, except for a warranty as against Lessor's Liens attributable to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Owner-Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation AgreementWilmington Trust Company.

EARLY PURCHASE OPTION. In addition to (a) On the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentenceEarly Purchase Option Date (specified in Annex B), Lessee shall have the right andmay, upon so long as no Event of Default or any event or occurrence which with the giving of such noticenotice or passage of time or both would result in an Event of Default exists hereunder and this Lease has not been earlier terminated, purchase the obligation to purchase all but not less than all of the Units leased hereunder Aircraft on the Early Purchase Date an AS IS BASIS for such Units at a price cash equal to the Early Purchase Option Price of such Units (specified on Annex B), plus the other amounts specified belowall applicable sales taxes. Lessee shall must give Lessor written notice not less than 360 days at least thirty (30) days, but not more than 720 days ninety (90) days, prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which written notice shall be irrevocable. Payment of the Early Purchase Price, together with purchase. Lessor and Lessee agree that the Option Price is a reasonable prediction of the price that a willing buyer (wwho is neither a lessee in possession or a used aircraft dealer) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, would pay for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made Aircraft on the Early Purchase Option Date at in an arm’s length transaction to a willing seller under no compulsion to sell. (b) If Lessee has elected to purchase the place Aircraft, then on the Early Purchase Option Date Lessee shall pay to Lessor the Early Purchase Option Price (plus all applicable sales taxes) together with any Rent and other sums due and unpaid on the Early Purchase Option Date. Upon receipt of indefeasible payment specified in Section 3.5 hereof in immediately available funds against delivery full of a xxxx such amounts by Lessor, Lessor shall convey all of sale transferring and assigning to Lessee all its right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units Aircraft to Lessee on an "as-is" "where-is" basis and containing a warranty as to AS IS BASIS without representation or warranties of any kind, other than the absence of liens created by or through Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to (a) On the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentenceEarly Purchase Option Date (specified in Annex B), Lessee shall have the right andmay, upon so long as no Event of Default or any event or occurrence which with the giving of such noticenotice or passage of time or both would result in an Event of Default exists hereunder and this Lease has not been earlier terminated, purchase the obligation to purchase all but not less than all of the Units leased hereunder Aircraft on the Early Purchase Date an AS IS BASIS for such Units at a price cash equal to the Early Purchase Option Price of such Units (specified on Annex B), plus the other amounts specified belowall applicable sales taxes. Lessee shall must give Lessor written notice not less than 360 days at least thirty (30) days, but not more than 720 days ninety (90) days, prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which written notice shall be irrevocable. Payment of the Early Purchase Price, together with purchase. Lessor and Lessee agree that the Option Price is a reasonable prediction of the price that a willing buyer (wwho is neither a lessee in possession or a used aircraft dealer) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, would pay for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made Aircraft on the Early Purchase Option Date at in an arm’s length transaction to a willing seller under no compulsion to sell. (b) If Lessee has elected to purchase the place Aircraft, then on the Early Purchase Option Date Lessee shall pay to Lessor the Early Purchase Option Price (plus all applicable sales taxes) together with any Rent and other sums due and unpaid on the Early Purchase Option Date. Upon receipt of indefeasible payment specified in Section 3.5 hereof in immediately available funds against delivery full of a xxxx such amounts by Lessor, Lessor shall convey all of sale transferring and assigning to Lessee all its right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units Aircraft to Lessee on an "as-is" "where-is" basis and containing a warranty as to AS IS BASIS without representation or warranties of any kind, other than the absence of liens created by or through Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to (a) Provided that the option granted Lessee pursuant to Section 6.9 of the Participation Agreement Lease has not been earlier terminated and provided further that Lessee shall have duly given is not in default under the notice required by the next succeeding sentenceLease or any other agreement between Lessor and Lessee, Lessee shall have the right andmay, upon the giving of such noticeUPON AT LEAST 30 DAYS BUT NO MORE THAN 180 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE’S IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, the obligation to purchase on an AS IS BASIS all (but not less than all all) of the Units leased hereunder Equipment listed and described in this Schedule on the Rent Payment Date (the “Early Purchase Date”) which is sixty (60) months from the Basic Term Commencement Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment Thirty Five and 943357/100 percent (35.943357%) of the Capitalized Lessor’s Cost (the “FMV Early Purchase Option Price”), together with plus all applicable sales taxes. Lessor and Lessee agree that the FMV Early Option Price is a reasonable prediction of the Fair Market Value (was such term is defined in the END OF LEASE PURCHASE OPTION Section subsection (b) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (xof the Lease hereof) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of the Equipment and is not required or permitted by the MAINTENANCE Section or the RETURN OF EQUIPMENT Section of the Lease prior to lease expiration, then at the time of such option being exercised, Lessor and Lessee shall increase the purchase price to reflect any addition to the price anticipated to result from such improvement. (y) any other Supplemental Rent due and owing The purchase option granted by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant this subsection shall be entitled under referred to herein as the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and “Early Purchase Option”.) (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and with respect to the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exerciseEquipment leased hereunder, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positiveDate, Lessee shall pay an amount equal to Lessor any Rent and other sums due and unpaid on the Early Purchase Price Option Date and Lessee shall pay the FMV Early Option Price, plus the Basic Rent Adjustment all applicable sales taxes, to Lessor in respect of such purchased Units (cash. Except as a payment of additional Basic Rent). Notwithstanding the foregoing expressly modified hereby, all terms and provisions of this Section 22.1 the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to the contraryAgreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreementrespectively.

EARLY PURCHASE OPTION. In addition So long as Buyer is not a Defaulting Party, Seller grants to Buyer an option to purchase the option granted Lessee pursuant to Section 6.9 Unit on the eight (8th) anniversary of the Participation Agreement date of Commercial Operations and provided that Lessee shall have duly given every two (2) years thereafter and on the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than all last day of the Units leased hereunder on Term of Service (each a “Purchase Date”) for a purchase price (the Early “Purchase Date for such Units at a price Option Price”) equal to the Early Purchase Price greater of such Units plus (a) the other amounts applicable Unit Valuation as specified belowin Appendix D and (b) the Fair Market Value of the Unit, as determined pursuant to Article 19.18 hereof. Lessee shall give Lessor written notice not Not less than 360 days but not more than 720 days three (3) months prior to the Early Purchase Date Date, Buyer may provide written notice to Seller of Buyer’s intent to exercise its election purchase option for the Unit. Upon receipt of Buyer’s notice, Seller shall specify the Purchase Option Price, and Buyer shall then have a period of ten (10) Business Days after notification to confirm or retract its decision to exercise the purchase option or to request determination of the Fair Market Value of the Unit by appraisal as provided for in this Section 22.1Article 19.18. In the latter case, which notice shall be irrevocable. Payment within ten (10) Business Days of the Early Purchase PriceIndependent Appraiser’s determination, together with (w) all unpaid Basic Rent due and payable prior Buyer shall confirm or retract its decision to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for exercise the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lesseeoption. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects Buyer confirms its intent to exercise the purchase option provided for in this Section 22.1option, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase PriceParties will promptly execute all documents necessary to (A) cause title to the Unit to pass to Buyer, together with free and clear of any liens immediately subsequent to the purchase, (B) assign all other amounts due warranties for the Unit as well as all operation and owing maintenance contracts to Buyer, (C) assign all contracts related to RECs and Environmental Attributes related to the Unit or the Energy generated by Lessee under the Operative AgreementsUnit and (D) assign the Lease to Buyer or, as specified in at Buyer’s option, terminate the paragraph above or Lease, and (ii) Buyer will pay the difference between Purchase Option Price to Seller. In the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; providedevent Buyer retracts its exercise of, that, following such assumptionor fails to timely confirm, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1purchase option, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 Agreement shall continue in full force and effect without regard to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable actions taken under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation AgreementArticle 19.16.

EARLY PURCHASE OPTION. In addition Provided that no Material Default or Lease --------------------- Event of Default shall have occurred and be continuing either at the time of the notice described below or on the Early Purchase Date (unless (i) Lessor shall have waived such Lease Event of Default or Lease Default solely for the purpose of this Section 22.1(b), (ii) in the case of a Lease Event of Default under Section 14(c), 14(d), 14(e), 14(f) or 14(i), Lessee shall have properly made a Special Purchase Defeasance and after giving effect to the option granted purchase described below, no such Lease Event of Default shall be continuing or (iii) in the case of a Lease Event of Default under Section 14(g) or 14(h), Lessee pursuant shall have obtained a final, nonappealable order of a United States court having appropriate bankruptcy jurisdiction over Lessee which (x) authorizes such purchase and (y) is in form and substance satisfactory to Section 6.9 of the Participation Agreement Lessor and Indenture Trustee) and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than any or all of the Units in a Basic Group then leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units, provided that if Lessee elects to purchase some but less than all of the Units plus -------- in any Basic Group, Lessee shall exercise such purchase with respect to at least 25 Units, no fewer than 25 Units shall remain in such Basic Group as a result of such purchase and the determination as to which Units are to be purchased shall be made on a random or other amounts specified belowbasis (in each case reasonably acceptable to Lessor) without discrimination based on maintenance status, operating condition of the Units in question or otherwise and such notice shall describe such manner in which Lessee proposes to determine the Units in such Basic Group which will be purchased. Lessee shall give Lessor written notice not less than 360 days but not more than 720 90 days prior to the Early Purchase Date for the related Units of its election to exercise the purchase option provided for in this Section 22.122.1(b), which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent amounts due and owing by Lessee under the Operative Agreements, including with respect to such Units, including, without limitation, all Policy Provider Amounts then unpaid Basic Rent therefor due and owing payable on or prior to the Early Purchase Date (so thatexclusive of any in Basic Rent first becoming due on such date), after receipt and application of all such paymentsplus an amount equal to the Prepaid Adjustment Amount, but without withdrawal from any CAA Accountif any, (a) Owner Participant shall be entitled under minus an amount equal to the terms of the Collateral Agency Agreement to receiveDeferred Adjustment Amount, if any, and does receive, taking into account all payments of Basic Rent in any Make-Whole Amount with respect of to the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts Equipment Notes then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof))being prepaid, shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 3.6 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of against Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.122.1(b), the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable for such Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided Term for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreementend.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to So long as no Default under clause (vi), (vii) or (viii) of Section 6.9 15(a) or Event of the Participation Agreement and provided that Lessee Default shall have duly given occurred and be continuing, the notice required by the next succeeding sentence, Lessee shall have the right andmay, upon the giving of such notice, the obligation to purchase all but not less than all of 90 days' prior written notice to the Units leased hereunder Owner Trustee (and so long as the Secured Indebtedness has not been fully paid and satisfied, the Indenture Trustee) elect to purchase the Facility on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified belowPrice. Lessee shall give Lessor Such written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of On the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding Lessee shall pay to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is (or, so long as the Lessee or an Affiliate of Secured Indebtedness shall not have been fully paid and satisfied, the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (IIIndenture Trustee) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 4(d) hereof in immediately available funds against delivery (i) all payments of Periodic Rent (other than Periodic Rent payable "in advance" on the Early Purchase Date) and Periodic Site Rent through and including such Early Purchase Date, (ii) the Early Purchase Price, (iii) an amount equal to the Make-Whole Amount, if any, in respect of the principal amount of the Notes to be prepaid in accordance with Section 2.10(d) of the Indenture and (iv) all other Rent and sums then due and payable by the Lessee under this Lease and the other Lessee Agreements. Upon application of all such sums to the payment in full and satisfaction of the Secured Indebtedness pursuant to the Indenture and release of the Lien thereof pursuant to Section 9.01 of the Indenture or the assumption of the Notes in accordance with Section 12 of the Participation Agreement, as the case may be, the Owner Trustee shall then and thereupon deliver a xxxx quitclaim deed and bxxx of sale transferring and assigning to the Lessee all right, title and interest of Lessor the Owner Trustee in and to such Units the Facility on an "as-is" "where-is" basis and containing without recourse or warranty, express or implied, except for a warranty as against Lessor's Liens attributable to the absence of Lessor's LiensOwner Trustee or Wilmington Trust Company. Lessor The Owner Trustee shall not otherwise be required to make any other representation or warranty as to the condition of such Units the Leased Property or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor the Owner Trustee (or, so long as the Secured Indebtedness has not been fully paid and satisfied, the Indenture Trustee) of all of the amounts provided in this Section 22.1, 19(f) the obligation of the Lessee to pay Basic Periodic Rent and Periodic Site Rent hereunder in respect of the applicable Units shall cease and the Term shall end. In the event the Lessee exercises its option to assume the Notes in accordance with Section 12 of the Participation Agreement, the principal amount of such Notes so assumed shall be deducted from the Early Purchase Price and no Make-Whole Amount shall be payable under this Section 19(f). If, on the Early Purchase Date, the Lessee shall fail to pay all amounts required to be paid pursuant to this Section 19(f), Lessee's notice of early purchase shall be deemed to be withdrawn as of such date, this Lease Team shall terminate continue in full force and effect with respect theretoto the Facility and the Lessee shall pay the reasonable costs, expenses and liabilities incurred by the Owner Trustee, the Indenture Trustee and the Participants as a result of the Lessee's having given such notice. If The Lessee may elect to pay the Early Purchase Price in installments in the amounts (subject to reduction in the case of the first installment if the Lessee elects to exercise assume the purchase option Notes in accordance with Section 12 of the Participation Agreement) and on the dates set forth in Schedule 4; provided for however, if the Lessee does not elect to assume the Notes in this accordance with Section 22.112 of the Participation Agreement, after giving effect to the payment and application of the first installment of the Early Purchase Price the Notes shall have been paid in full; provided finally, that if the Lessee shallso elects to pay the Early Purchase Price in installments, as the purchase price thereforLessee (a) unless the Lessee shall have assumed the Notes in accordance with Section 12 of the Participation Agreement, shall grant the Owner Trustee a Lien and security interest in the sole discretion Leased Property pursuant to agreements reasonably satisfactory in scope, form and substance to the Owner Participant, securing the unpaid amount of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified (b) shall provide a letter of credit in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as unpaid Early Purchase Price, in scope, form and substance reasonably satisfactory to the Owner Participant, issued by a bank or trust company organized under the laws of the United States or any State thereof, the long term debt of which bank or trust company is rated A2, by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and A by Mxxxx'x Investors Service, Inc., or (c) shall grant the Owner Trustee a Lien and security interest in Property of the Lessee reasonably acceptable to Owner Participant (other than the Leased Property) pursuant to agreements reasonably satisfactory in scope, form and substance to the Owner Participant, securing the unpaid amount of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to (a) Provided that the option granted Lessee pursuant to Section 6.9 of the Participation Agreement Lease has not been earlier terminated and provided further that Lessee shall have duly given is not in default under the notice required by the next succeeding sentenceLease or any other agreement between Lessor and Lessee, Lessee shall have the right andmay, upon the giving of such noticeUPON AT LEAST THIRTY (30) DAYS BUT NO MORE THAN ONE HUNDRED EIGHTY (180) DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE’S IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, the obligation to purchase on an AS IS BASIS all (but not less than all all) of the Units leased hereunder Equipment listed and described in this Schedule on the Rent Payment Date (the “Early Purchase Date”) which is Forty-Two (42) months from the Basic Term Commencement Date for such Units at a price equal to $10,585,482.10 (the “FMV Early Purchase Option Price”), plus all applicable sales taxes. Lessor and Lessee agree that the FMV Early Option Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment is a reasonable prediction of the Early Purchase Price, together with Fair Market Value (was such term is defined in the END OF LEASE PURCHASE OPTION Section subsection (b) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (xof the Lease hereof) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of the Equipment an is not required or permitted by the MAINTENANCE Section of the RETURN OF EQUIPMENT Section of the Lease prior to lease expiration, then at the time such option being exercised, Lessor and Lessee shall increase the purchase price to reflect any addition to the price anticipated to result from such improvement. (y) any other Supplemental Rent due and owing The purchase option granted by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant this subsection shall be entitled under referred to herein as the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and “Early Purchase Option”.) (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and with respect to the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exerciseEquipment leased hereunder, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positiveDate, Lessee shall pay an amount equal to Lessor any Rent and other sums due and unpaid on the Early Purchase Price Option Date and Lessee shall pay the FMV Early Option Price, plus all applicable sales taxes, to Lessor in cash. Except as expressly modified hereby, all terms and provision of the Basic Rent Adjustment Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contraryAgreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, Lessee may purchase or cause an Affiliate of Lessee respectively. Schedule No. 003 to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; providedAgreement Dated November 7, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.2006 5

EARLY PURCHASE OPTION. In addition to (a) Provided that the option granted Lessee pursuant to Section 6.9 of the Participation Agreement Lease has not been earlier terminated and provided further that Lessee shall have duly given is not in default under the notice required by the next succeeding sentenceLease or any other agreement between Lessor and Lessee, Lessee shall have the right andmay, upon the giving of such noticeUPON AT LEAST THIRTY (30) DAYS BUT NO MORE THAN ONE HUNDRED EIGHTY (180) DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE’S IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, the obligation to purchase on an AS IS BASIS all (but not less than all all) of the Units leased hereunder Equipment listed and described in this Schedule on the Rent Payment Date (the “Early Purchase Date”) which is Thirty (30) months from the Basic Term Commencement Date for such Units at a price equal to $5,883,462.84 (the “FMV Early Purchase Option Price”), plus all applicable sales taxes. Lessor and Lessee agree that the FMV Early Option Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment is a reasonable prediction of the Early Purchase Price, together with Fair Market Value (was such term is defined in the END OF LEASE PURCHASE OPTION Section subsection (b) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (xof the Lease hereof) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of the Equipment an is not required or permitted by the MAINTENANCE Section of the RETURN OF EQUIPMENT Section of the Lease prior to lease expiration, then at the time such option being exercised, Lessor and Lessee shall increase the purchase price to reflect any addition to the price anticipated to result from such improvement. (y) any other Supplemental Rent due and owing The purchase option granted by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant this subsection shall be entitled under referred to herein as the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and “Early Purchase Option”.) (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and with respect to the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exerciseEquipment leased hereunder, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positiveDate, Lessee shall pay an amount equal to Lessor any Rent and other sums due and unpaid on the Early Purchase Price Option Date and Lessee shall pay the FMV Early Option Price, plus all applicable sales taxes, to Lessor in cash. Except as expressly modified hereby, all terms and provision of the Basic Rent Adjustment Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contraryAgreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, Lessee may purchase or cause an Affiliate of Lessee respectively. Schedule No. 002 to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; providedAgreement Dated November 7, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.2006 5 CONFIDENTIAL

EARLY PURCHASE OPTION. In addition to (i) Provided that the option granted Lessee pursuant to Section 6.9 of the Participation Agreement Lease has not been earlier terminated and provided further that Lessee shall have duly given is not in default under the notice required by the next succeeding sentenceLease, Lessee shall have the right andmay, upon the giving of such noticeUPON AT LEAST 30 DAYS BUT NO MORE THAN 270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, the obligation to purchase on an AS IS BASIS all (but not less than all all) of the Units leased hereunder Equipment listed and described in this Schedule on the rent payment date (the "Early Purchase Date Date") which is June 1, 2015 for such Units at a price equal to $1,539,496.59 (54.482%) (the "FMV Early Purchase Price of such Units Option Price"), plus the other amounts specified below. Lessee shall give Lessor written notice all applicable sales taxes or purchase on an AS IS BASIS all (but not less than 360 days but not more than 720 days prior to all) of the Early Purchase Date of its election to exercise the purchase option provided for Equipment listed and described in this Section 22.1, which notice shall be irrevocable. Payment of Schedule on the Early Purchase Price, together with rent payment date (w) all unpaid Basic Rent due and payable prior to such the "Early Purchase Date") which is June 1, 2016 for a price equal to $1,045,508.13 (x37.00%) any Late Payment Interest with respect any Rent not paid when due (includingthe "FMV Early Option Price"), for plus all applicable sales taxes. Lessor and Lessee agree that the avoidance FMV Early Option Price is a reasonable prediction of doubt, Rent corresponding to the principal amount Fair Market Value (as such term is defined in the END OF LEASE PURCHASE OPTION Section subsection (b) of the Lease hereof) of the Equipment Notes), (y) at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any other Supplemental Rent due and owing by Lessee under non-severable improvement to the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under Equipment which increases the terms value of the Collateral Agency Agreement to receive, Equipment and does receive, taking into account all payments of Basic Rent in respect is not required or permitted by the MAINTENANCE Section or the RETURN OF EQUIPMENT Section of the UnitsLease prior to lease expiration, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition time of such Units or any other mattersoption being exercised, Lessor and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as adjust the purchase price therefor, in to reflect any addition to the sole discretion of Lessee, either price anticipated to result from such improvement. (i) pay The purchase option granted by this subsection shall be referred to herein as the "Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or Option".) (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and with respect to the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exerciseEquipment leased hereunder, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positiveDate, Lessee shall pay an amount equal to Lessor any Rent and other sums due and unpaid on the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price Option Date and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease pay the FMV Early Option Price, plus all applicable sales taxes, to pay Basic Rent and all other payments hereunder Lessor in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreementcash.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 So long as no Event of the Participation Agreement and provided that Lessee Default shall have duly given the notice required by the next succeeding sentenceoccurred and be continuing hereunder, Lessee shall have be entitled, at its option, on each Early Purchase Date upon written notice to Lessor of at least one hundred twenty (120) but no more than one hundred eighty (180) days prior to the right andproposed Early Purchase Date, to purchase the Aircraft. Such early purchase by Lessee shall be effective upon the giving of such notice, payment to the obligation to purchase all but not less than all of the Units leased hereunder Lessor on the Early Purchase Date for such Units at a price of an amount equal to the applicable Early Purchase Price Option Amount together any applicable sales, excise or other taxes imposed as a result of such Units plus sale (other than gross or net income taxes attributable to such sale), any Basic Rent due and owing on or before such Early Purchase Date and all accrued and unpaid Rent then due, owing or outstanding for the other amounts specified belowAircraft. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to On the Early Purchase Date [but in no event prior to Lessor’s receipt of its election to exercise the purchase option provided for amounts specified in this Section 22.1paragraph (e)], which notice Lessor shall be irrevocable. Payment of sell the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning Aircraft to Lessee all right, title and interest of Lessor in and to such Units on an "as“AS-is" "whereIS, WHERE-is" basis and containing a warranty IS” BASIS, WITHOUT ANY REPRESENTATION BY, OR RECOURSE OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER TO LESSOR, except as to the absence of any Lessor's ’s Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and Upon receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the foregoing paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount upon consummation of the Equipment Notes as sale of the Early Purchase Date Aircraft, this Lease shall be deemed terminated. Unless and assume on a until the foregoing payments and performance have been made and/or observed in full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; providedby Lessee, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its Lessee’s obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative AgreementsLease, including, without limitation, Lessee's the obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent for the Aircraft, shall continue in full force and all other payments hereunder in fulleffect. Notwithstanding anything to the contrary contained herein or otherwise, providedLessee shall not be entitled to purchase the Aircraft pursuant to this paragraph (e) if an Event of Default or Default shall have occurred and be continuing, further, that such purchase this Lease shall be made in all respects in accordance with Section 6.9 of have been earlier terminated and/or the Participation AgreementAircraft purchased or upgraded on or prior to the proposed Early Purchase Date.

EARLY PURCHASE OPTION. In addition to (a) Provided that the option granted Lessee pursuant to Section 6.9 of the Participation Agreement Lease has not been earlier terminated and provided further that Lessee shall have duly given is not in default under the notice required by the next succeeding sentenceLease or any other agreement between Lessor and Lessee, Lessee shall have the right andmay, upon the giving of such noticeUPON AT LEAST 60 DAYS BUT NO MORE THAN 270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, the obligation to purchase all (but not less than all all) of the Units leased hereunder Equipment listed and described in this Schedule on the Early Purchase rent payment date (the "EARLY PURCHASE DATE") which is 72 months from the Basic Term Commencement Date of the Schedule for such Units at a price equal to $2,053,230.84( the "FMV EARLY OPTION PRICE"), plus all applicable sales taxes on an AS IS BASIS. Lessor and Lessee agree that the FMV Early Purchase Option Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment is a reasonable prediction of the Early Purchase Price, together with Fair Market Value (was such term is defined in Section 18(b) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (xhereof) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of the Equipment and is not required or permitted by Sections 7 or 9 of the Lease prior to lease expiration, then at the time of such option being exercised, Lessor and Lessee shall adjust the purchase price to reflect any addition to the price anticipated to result from such improvement. (y) any other Supplemental Rent due and owing The purchase option granted by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant this subsection shall be entitled under referred to herein as the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and "EARLY PURCHASE OPTION".) (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and with respect to the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exerciseEquipment leased hereunder, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positiveDate, Lessee shall pay an amount equal to Lessor any Rent and other sums due and unpaid on the Early Purchase Price Option Date and Lessee shall pay the FMV Early Option Price, plus the Basic Rent Adjustment all applicable sales taxes, to Lessor in respect of such purchased Units (cash. Except as a payment of additional Basic Rent). Notwithstanding the foregoing expressly modified hereby, all terms and provisions of this Section 22.1 the Lease shall remain in full force and effect. This Addendum is not binding nor effective with respect to the contrary, Lessee may purchase Lease or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that until executed on behalf of Lessor and Lessee shall remain liable under this Lease to pay Basic Rent by authorized representatives of Lessor and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation AgreementLessee.

EARLY PURCHASE OPTION. In addition Provided that no Material Default or Lease Event of Default shall have occurred and be continuing either at the time of the notice described below or on the Early Purchase Date (unless (i) Lessor shall have waived such Lease Event of Default or Lease Default solely for the purpose of this Section 22.1(b), (ii) in the case of a Lease Event of Default under Section 14(c), 14(d), 14(e), 14(f) or 14(i), Lessee shall have properly made a Special Purchase Defeasance and after giving effect to the option granted purchase described below, no such Lease Event of Default shall be continuing or (iii) in the case of a Lease Event of Default under Section 14(g) or 14(h), Lessee pursuant shall have obtained a final, nonappealable order of a United States court having appropriate bankruptcy jurisdiction over Lessee which (x) authorizes such purchase and (y) is in form and substance satisfactory to Section 6.9 of the Participation Agreement Lessor and Indenture Trustee) and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than any or all of the Units in a Basic Group then leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units, provided that if Lessee elects to purchase some but less than all of the Units plus in any Basic Group, Lessee shall exercise such purchase with respect to at least 25 Units, no fewer than 25 Units shall remain in such Basic Group as a result of such purchase and the determination as to which Units are to be purchased shall be made on a random or other amounts specified belowbasis (in each case reasonably acceptable to Lessor) without discrimination based on maintenance status, operating condition of the Units in question or otherwise and such notice shall describe such manner in which Lessee proposes to determine the Units in such Basic Group which will be purchased. Lessee shall give Lessor written notice not less than 360 days but not more than 720 90 days prior to the Early Purchase Date for the related Units of its election to exercise the purchase option provided for in this Section 22.122.1(b), which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent amounts due and owing by Lessee under the Operative Agreements, including with respect to such Units, including, without limitation, all Policy Provider Amounts then unpaid Basic Rent therefor due and owing payable on or prior to the Early Purchase Date (so thatexclusive of any in Basic Rent first becoming due on such date), after receipt and application of all such paymentsplus an amount equal to the Prepaid Adjustment Amount, but without withdrawal from any CAA Accountif any, (a) Owner Participant shall be entitled under minus an amount equal to the terms of the Collateral Agency Agreement to receiveDeferred Adjustment Amount, if any, and does receive, taking into account all payments of Basic Rent in any Make-Whole Amount with respect of to the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts Equipment Notes then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof))being prepaid, shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 3.6 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of against Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.122.1(b), the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable for such Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided Term for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreementend.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentencesentence and the corresponding notice under the Other Lease and shall concurrently purchase all (but not less than all) of the units then subject to the Other Lease, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all (but not less than all all) of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 90 days but and not more than 720 180 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent therefor due and payable payable, or accrued, prior to such the Early Purchase Date, (x) any Make-Whole Amount and Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)Notes then being prepaid, (y) the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and any Late Payment Interest related thereto and (z) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing Agreements (so that, after receipt and application of all such payments, but without withdrawal from any CAA Reserve Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bParticipant) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate with respect theretoend. If Lessee elects to exercise the purchase option provided for in this this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture in respect of the indebtedness evidenced by such Equipment Notes related to such Units as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If ; provided, however, that Lessee shall fail to fulfill its obligations have the option of specifying in such notice under this second paragraph Section 22.1 its election to defer payment of Section 22.1, all a portion of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of for such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement Units in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.four

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentencesentence and the corresponding notice under the Other Lease and shall concurrently purchase all (but not less than all) of the units then subject to the Other Lease, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all (but not less than all all) of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 90 days but and not more than 720 180 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent therefor due and payable payable, or accrued, prior to such the Early Purchase Date, (x) any Make-Whole Amount and Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)Notes then being prepaid, (y) the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and any Late Payment Interest related thereto and (z) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing Agreements (so that, after receipt and application of all such payments, but without withdrawal from any CAA Reserve Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bParticipant) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx bill of sale transferring and assigning to Lessee all right, title and interest axx xnterest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx bill of sale and all other documentation relating to any purchase by Lessee Xxxsee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate with respect theretoend. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture in respect of the indebtedness evidenced by such Equipment Notes related to such Units as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx bill of sale transferring and assigning to Lessee all right, title and interest axx xnterest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of a portion of the Early Purchase Price for such Units in four (4) installments in the amounts and on the dates set forth on Schedule 6 to the Participation Agreement so long as the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date in the event of any such election by Lessee, under any circumstances and in any event, together with other amounts of Supplemental Rent payable by Lessee on such date, will be at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal and accrued interest of the Equipment Notes together with any Make Whole Amount, Late Payment Interest and all other amounts owed to the holders of the Equipment Notes under the Operative Agreements; and provided further, that such deferred portion (i) may be prepaid by Lessee at any time in whole and (ii) will be secured in favor of Lessor by a letter of credit by a bank or financial institution acceptable to Owner Participant in its sole discretion or if acceptable to Owner Participant in its sole discretion a guaranty of Trinity in form and substance reasonably satisfactory to Lessor. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider Participant and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. Listed on Schedule 6 to the Participation Agreement as the Basic Rent Adjustment for the Early Purchase Date is the amount of Basic Rent that, as of the Early Purchase Date, has been paid for periods after the Early Purchase Date (based upon the assumption that all prior amounts of Basic Rent due have been paid) or the amount of Basic Rent that, as of the Early Purchase Date, is the amount of Basic Rent that has accrued but has not been paid for periods prior to the Early Purchase Date. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of such Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional accrued, but unpaid Basic RentRent and not an increase in the Early Purchase Price). If Lessee elects to pay the Early Purchase Price in installments, then the amount of Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement shall increase or decrease, as the case may be, the amount of Early Purchase Price payable by Lessee on the Early Purchase Date. Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentencesentence and the corresponding notices under the Other Leases and shall concurrently purchase all (but not less than all) of the Other Units then subject to the Other Leases, Lessee shall have the right and, upon the giving of such noticenotices, the obligation to purchase all (but not less than all all) of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 90 days but and not more than 720 180 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent therefor due and payable payable, or accrued, prior to such the Early Purchase Date, (x) any Make-Whole Amount and Late Payment Lease Agreement (TRLI 2001-1C) Interest with respect to the Equipment Notes then being prepaid, (y) the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and any Late Payment Interest with respect any Rent not paid when due related thereto and (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (yz) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing Agreements (so that, after receipt and application of all such payments, but without withdrawal from any CAA Reserve Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bParticipant) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate with respect theretoend. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture in respect of the indebtedness evidenced by such Equipment Notes related to such Units as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of 52 Lease Agreement (TRLI 2001-1C) Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of a portion of the Early Purchase Price for such Units in four (4) installments in the amounts and on the dates set forth on Schedule 6 to the Participation Agreement so long as the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date in the event of any such election by Lessee, under any circumstances and in any event, together with other amounts of Supplemental Rent payable by Lessee on such date, will be at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal and accrued interest of the Equipment Notes together with any Make Whole Amount, Late Payment Interest and all other amounts owed to the holders of the Equipment Notes under the Operative Agreements; and provided further, that such deferred portion (i) may be prepaid by Lessee at any time in whole and (ii) will be secured in favor of Lessor by a letter of credit by a bank or financial institution acceptable to Owner Participant in its sole discretion or if acceptable to Owner Participant in its sole discretion a guaranty of Trinity in form and substance reasonably satisfactory to Lessor. If Lessee shall fail to fulfill its obligations under this second paragraph of of Section 22.1, 22.1 all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider Participant and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. Listed on Schedule 6 to the Participation Agreement as the Basic Rent Adjustment for the Early Purchase Date is the amount of Basic Rent that, as of the Early Purchase Date, has been paid for periods after the Early Purchase Date (based upon the assumption that all prior amounts of Basic Rent due have been paid) or the amount of Basic Rent that, as of the Early Purchase Date, is the amount of Basic Rent that has accrued but has not been paid for periods prior to the Early Purchase Date. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of such Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional accrued, but unpaid Basic RentRent and not an increase in the Early Purchase Price). If Lessee Lease Agreement (TRLI 2001-1C) elects to pay the Early Purchase Price in installments, then the amount of Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement shall increase or decrease, as the case may be, the amount of Early Purchase Price payable by Lessee on the Early Purchase Date. Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition Provided that no Lease Event of --------------------- Default shall have occurred and be continuing either at the time of the notice described below or on the Early Purchase Date (unless (i) Lessor shall have waived such Lease Event of Default solely for the purpose of this Section 22.1, (ii) in the case of a Lease Event of Default under Section 14(c), 14(d), 14(e), 14(f) or 14(i), Lessee shall have properly made a Special Purchase Defeasance and after giving effect to the option granted purchase described below, no such Lease Event of Default shall be continuing or (iii) in the case of a Lease Event of Default under Section 14(g) or 14(h), Lessee pursuant shall have obtained a final, nonappealable order of a United States court having appropriate bankruptcy jurisdiction over Lessee which (x) authorizes such purchase and (y) is in form and substance satisfactory to Section 6.9 of the Participation Agreement Lessor and provided that Indenture Trustee) and Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than all all, or an Eligible Group, of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified belowUnits. Lessee shall give Lessor written notice not less than 360 days but not more than 720 90 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent amounts due and owing by Lessee under the Operative Agreements, including with respect to such Units, including, without limitation, all Policy Provider Amounts then unpaid Basic Rent therefor due and owing payable, or accrued, on or prior to the Early Purchase Date (so that, after receipt and application exclusive of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of in advance Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency due on such date) and any Make-Whole Amount and Late Payment Interest related thereto with respect to the Equipment Notes then being prepaid and any other amounts then due Accumulated Equity Deficiency Amount with respect to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof))Units, shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by the Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by the Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate with respect theretoend. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, as specified in the paragraph above, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) Early Purchase Price and the outstanding principal amount of the Equipment Notes related to such Units as of the Early Purchase Date and assume on a full recourse basis basis, and indemnify the Lessor against, all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 respect of the Indentureindebtedness evidenced by such Equipment Notes related to such Units; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of the Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of a portion of the Early Purchase Price for such Units in [four (4)] equal installments in the amounts set forth on Schedule 6 to the Participation Agreement so long as the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date in the event of any such election by Lessee, under any circumstances and in any event, together with other amounts of Supplemental Rent payable by Lessee on such date, will be at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal and accrued interest of the Equipment Notes together with any Make Whole Amount, Late Payment Interest and all other amounts owed to the holders of the Equipment Notes under the Operative Agreements; and provided further, that such deferred portion (i) may be prepaid by Lessee at any time in whole and (ii) will be secured in favor of Lessor by a letter of credit by a bank or financial institution acceptable to the Owner Participant in its sole discretion or guaranty of GATC in form and substance reasonably satisfactory to Lessor. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, the Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, the Owner Participant, Policy Provider Participant and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentencesentence and the corresponding notice under the Other Lease and shall concurrently purchase all (but not less than all) of the units then subject to the Other Lease, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all (but not less than all all) of the Units leased hereunder (as specified in such notice) on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 90 days but and not more than 720 180 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent therefor due and payable payable, or accrued, prior to such the 51 Lease Agreement (TRLI 2001-1B) Early Purchase Date, (x) any Make-Whole Amount and Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)Notes then being prepaid, (y) the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and any Late Payment Interest related thereto and (z) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing Agreements (so that, after receipt and application of all such payments, but without withdrawal from any CAA Reserve Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (bParticipant) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team Term shall terminate with respect theretoend. If Lessee elects to exercise the purchase option provided for in this this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture in respect of the indebtedness evidenced by such Equipment Notes related to such Units as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the 52 Lease Agreement (TRLI 2001-1B) Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of a portion of the Early Purchase Price for such Units in four (4) installments in the amounts and on the dates set forth on Schedule 6 to the Participation Agreement so long as the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date in the event of any such election by Lessee, under any circumstances and in any event, together with other amounts of Supplemental Rent payable by Lessee on such date, will be at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal and accrued interest of the Equipment Notes together with any Make Whole Amount, Late Payment Interest and all other amounts owed to the holders of the Equipment Notes under the Operative Agreements; and provided further, that such deferred portion (i) may be prepaid by Lessee at any time in whole and (ii) will be secured in favor of Lessor by a letter of credit by a bank or financial institution acceptable to Owner Participant in its sole discretion or if acceptable to Owner Participant in its sole discretion a guaranty of Trinity in form and substance reason ably satisfactory to Lessor. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider Participant and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. Listed on Schedule 6 to the Participation Agreement as the Basic Rent Adjustment for the Early Purchase Date is the amount of Basic Rent that, as of the Early Purchase Date, has been paid for periods after the Early Purchase Date (based upon the assumption that all prior amounts of Basic Rent due have been paid) or the amount of Basic Rent that, as of the Early Purchase Date, is the amount of Basic Rent that has accrued but has not been paid for periods prior to the Early Purchase Date. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of such Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional accrued, but Lease Agreement (TRLI 2001-1B) unpaid Basic RentRent and not an increase in the Early Purchase Price). If Lessee elects to pay the Early Purchase Price in installments, then the amount of Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement shall increase or decrease, as the case may be, the amount of Early Purchase Price payable by Lessee on the Early Purchase Date. Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.

EARLY PURCHASE OPTION. In addition to On 10/1/07 (the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentence“Early Purchase Date”), Lessee shall have the right andmay, upon the giving of such noticenot less than 90 days prior written notice to Lessor, the obligation to purchase all of Lessor’s rights and interest in all, but not less than all all, of the Units leased hereunder on the Early Purchase Date for such Units at a price equal Leased Items subject to the Early Purchase Price this Scheduled upon payment of such Units plus the all rent and other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent sums due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date (including the Rent Payment payable on such date), plus a purchase price equal to $2,005,430.01, plus all applicable sale taxes and assume on a full recourse basis all the Make Whole Amount (as defined below). Upon payment by Lessee of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumptionspecified purchase price, the purchased Units shall remain subject Make Whole Amount and any and all other amounts then due and owing, if any, by Lessee to Lessor pursuant to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause Equipment Schedule, Lessor shall (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of deliver to Lessee a xxxx of sale transferring and assigning conveying to Lessee Lessee, on an AS-IS basis, without any representations or warranties of any kind, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose, all of Lessor’s right, title and interest in such Leased Items, including such title as Lessor acquired as the inception of this Equipment Schedule, (the “Conveyed Interest”), except that Lessor shall warrant that the Conveyed Interest is free of all liens and encumbrances created or claimed by Lessor; and (ii) provide to Lessee all appropriate UCC-3 statements and other documentation necessary to release Lessor’s interest in the Leased Items. Make-Whole Amount” shall mean the amount which the Lessor determines as of the third Business Day prior to such Early Purchase Date to equal the excess, if any, of (i) the aggregate present value of all the remaining scheduled payments of principal and interest (including the amount payable pursuant to Section (b) of Rider C to the Units on an "as-is" "where-is" basis and containing a warranty as Equipment Schedule) from the Early Purchase Date to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result expiration of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and Initial Renewal Term of the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exerciseEquipment Schedule, then Lessee shall pay an amount discounted monthly at a rate equal to the 1-Year Treasury Rate (as per the Federal Reserve Statistical Release H.15), based on a 360-day year of twelve 30-day months, over (ii) the Investment Balance on such Early Purchase Price less the absolute value Date as indicated on Annex A. The payment of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect specified purchase price shall constitute, for federal income tax purposes, a repayment of the purchased Units loan contemplated by this instrument and each party agrees to treat the payment for all income tax purposes (as a rebate including the filing of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notesall tax returns) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance a manner consistent with Section 6.9 of the Participation Agreement.intended income tax treatment as set forth herein..

EARLY PURCHASE OPTION. In addition to (a) Provided that the option granted Lessee pursuant to Section 6.9 of the Participation Agreement Lease has not been earlier terminated and provided further that Lessee shall have duly given is not in default under the notice required by the next succeeding sentenceLease or any other agreement between Lessor and Lessee, Lessee shall have the right andmay, upon the giving of such noticeUPON AT LEAST 30 DAYS BUT NO MORE THAN 270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, the obligation to purchase all (but not less than all all) of the Units leased hereunder Equipment listed and described in this Schedule on the Early Purchase rent payment date (the "EARLY PURCHASE DATE") which is 40 months from the Basic Term Commencement Date of the Schedule for such Units at a price equal to $ 955,181.32( the "FMV EARLY OPTION PRICE"), plus all applicable sales taxes on an AS IS BASIS. Lessor and Lessee agree that the FMV Early Purchase Option Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment is a reasonable prediction of the Early Purchase Price, together with Fair Market Value (was such term is defined in Section 18(b) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (xhereof) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes)at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non- severable improvement to the Equipment which increases the value of the Equipment and is not required or permitted by Sections 7 or 9 of the Lease prior to lease expiration, then at the time of such option being exercised, Lessor and Lessee shall adjust the purchase price to reflect any addition to the price anticipated to result from such improvement. (y) any other Supplemental Rent due and owing The purchase option granted by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant this subsection shall be entitled under referred to herein as the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and "EARLY PURCHASE OPTION".) (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and with respect to the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exerciseEquipment leased hereunder, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positiveDate, Lessee shall pay an amount equal to Lessor any Rent and other sums due and unpaid on the Early Purchase Price Option Date and Lessee shall pay the FMV Early Option Price, plus the Basic Rent Adjustment all applicable sales taxes, to Lessor in respect of such purchased Units (cash. Except as a payment of additional Basic Rent). Notwithstanding the foregoing expressly modified hereby, all terms and provisions of this Section 22.1 the Lease shall remain in full force and effect. This Addendum is not binding nor effective with respect to the contrary, Lessee may purchase Lease or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that until executed on behalf of Lessor and Lessee shall remain liable under this Lease to pay Basic Rent by authorized representatives of Lessor and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation AgreementLessee.

EARLY PURCHASE OPTION. In addition to (a) Provided that no Lease Event of Default shall have occurred and be continuing either at the option granted Lessee pursuant to Section 6.9 time of the Participation Agreement notice described below or on the Early Purchase Date (unless Lessor shall have waived such Lease Event of Default solely for the purpose of this Section 22.1) and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase any or all of the Units then leased hereunder (as specified in such notice) on the Early Purchase Date; provided that if Lessee elects to purchase some but not less than all of the Units leased hereunder in any Equipment Group the determination as to which Units are to be purchased shall be made on a random or other reasonable basis (including, without limitation, on the Early Purchase Date for basis of Car Type) without discrimination based on maintenance status or operating condition of the Units in question and such notice shall describe the manner in which Lessee proposes to determine the Units at a price equal to the Early Purchase Price of in such Units plus the other amounts specified belowEquipment Group which will be purchased. Lessee shall give Lessor Lessor, the Indenture Trustee and the Pass Through Trustee written notice not less than 360 90 days but and not more than 720 360 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment . (b) If Lessee elects to exercise the purchase option provided for in this Section 22.1 with respect to any Units, Lessee shall, as the purchase price therefor, in the sole discretion of the Lessee, either (i) pay the Early Purchase PricePrice of such Units, together with (w) all other amounts due and owing by Lessee under the Operative Agreements with respect to such Units, including, without limitation, all unpaid Basic Rent therefor due and payable on or prior to such the Early Purchase DateDate (exclusive of any in advance Basic Rent due on such date) payable at the place of payment specified in Section 3.6 hereof in immediately available funds, or (xii) any Late Payment Interest with respect any Rent not paid when due (including, for pay the avoidance difference between the Early Purchase Price of doubt, Rent corresponding to such Units and the outstanding principal amount of the Equipment NotesNotes relating to the purchased Units as of the Early Purchase Date (determined in accordance with Section 2.10(d) of the Indenture), (y) any together with all other Supplemental Rent amounts due and owing by Lessee under the Operative Agreements, including without limitationand assume on a full recourse basis pursuant to Section 4.01 of the Indenture, and agree to indemnify Lessor against, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent Lessor's obligations in respect of the Unitsrelated Equipment Notes; provided, that following such assumption, the sum purchased Units shall remain subject to the lien of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) Indenture. Lessee will make the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all Policy Provider Amounts and all Policy Provider Reimbursement Costs then due and owing (together with, if the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay in full all outstanding Policy Provider Amounts, calculated pursuant to payments required by foregoing clause (IIi) of or make the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to payments required by foregoing clause (Iii) of and assume the definition thereof)), shall be made Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date at in the place of payment manner specified in Section 3.5 3.6 hereof in immediately available funds against delivery of a xxxx of sale Bill xx Sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of against Lessor's Liens; provided, however, that Lessee shall have the option of specifying in such notice under this Section 22.1 its election to defer payment of the Deferred Portion of the Early Purchase Price, which shall be paid in four (4) installments on the Quarterly Dates occurring in the 12 months immediately following the Early Purchase Date, which Deferred Portion (A) may be prepaid by Lessee at any time in whole and (B) will be secured, at the option of Lessee, by (1) a first lien on the purchased Units (but only if no other indebtedness secured by such Units is then outstanding), (2) a letter of credit in favor of Lessor in a form, and issued by a financial institution, reasonably acceptable to Lessor, or (3) such other collateral as may be mutually acceptable to Lessee and Lessor; and provided, further, that unless Lessee shall have elected to assume all of the rights and obligations of Lessor in respect of the related Equipment Notes, the portion of the Early Purchase Price payable by Lessee on the Early Purchase Date, together with other amounts of Supplemental Rent paid by Lessee on such date will be under any circumstances and in any event, at least sufficient to pay in full, as of the date of payment thereof, the aggregate unpaid principal of and all unpaid interest on the Equipment Notes issued in respect of such Units and all other amounts owed by Lessee under the Operative Agreements with respect to such Units. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor and the Indenture Trustee of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable for such Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided Term for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner Trustee's obligations under the Indenture as provided in Section 3.6 of the Indenture; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreementend.

EARLY PURCHASE OPTION. In addition to the option granted Lessee pursuant to Section 6.9 of the Participation Agreement and provided that Lessee shall have duly given the notice required by the next succeeding sentence, Lessee shall have the right and, upon the giving of such notice, the obligation to purchase all but not less than all of the Units leased hereunder on the Early Purchase Date for such Units at a price equal to the Early Purchase Price of such Units plus the other amounts specified below. Lessee shall give Lessor written notice not less than 360 days but not more than 720 days prior to the Early Purchase Date of its election to exercise the purchase option provided for in this Section 22.1, which notice shall be irrevocable. Payment of the Early Purchase Price, together with (w) all unpaid Basic Rent due and payable prior to such Early Purchase Date, (x) any Late Payment Interest with respect any Rent not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes), and (y) any other Supplemental Rent due and owing by Lessee under the Operative Agreements, including without limitation, all Policy Provider Amounts then due and owing (so that, after receipt and application of all such payments, but without withdrawal from any CAA Account, (a) Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant and (b) the Policy Provider shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, all then unpaid Policy Provider Amounts and and, without duplication, all then unpaid Policy Provider Reimbursement Costs then due Costs, in each case, as defined in this Lease and owing (together with, if as defined in the Owner Trustee or Owner Participant is the Lessee or an Affiliate of the Lessee, such additional amounts as are necessary to pay Other Lease described in full all outstanding Policy Provider Amounts, calculated pursuant to clause (IIi) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof)), shall be made on the Early Purchase Date at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties. The costs of preparing the xxxx of sale and all other documentation relating to any purchase by Lessee pursuant to this Section 22.1 and the costs of all necessary filings relating to such purchase and transfer and sales taxes will be borne by Lessee. In the event of any such purchase and receipt by Lessor of all of the amounts provided in this Section 22.1, the obligation of Lessee to pay Basic Rent hereunder in respect of the applicable Units shall cease and the Lease Team shall terminate with respect thereto. If Lessee elects to exercise the purchase option provided for in this Section 22.1, Lessee shall, as the purchase price therefor, in the sole discretion of Lessee, either (i) pay the Early Purchase Price, together with all other amounts due and owing by Lessee under the Operative Agreements, as specified in the paragraph above or (ii) pay the difference between the amount specified in clause (i) and the outstanding principal amount of the Equipment Notes as of the Early Purchase Date and assume on a full recourse basis all of the Owner TrusteeTrust's obligations under the Indenture and its obligations under the Policy Provider Documents to which the Owner Trust is a party as provided in Section 3.6 of the IndentureIndenture to the extent such obligations become due after the date of exercise of such purchase option; provided, that, following such assumption, the purchased Units shall remain subject to the Lien of a separate indenture similar to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the payments required by foregoing clause (i) or assume the indebtedness evidenced by the Equipment Notes as provided in foregoing clause (ii) on the Early Purchase Date in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to the Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. If Lessee shall fail to fulfill its obligations under this second paragraph of Section 22.1, all of Lessee's obligations under this Lease and the Operative Agreements, including, without limitation, Lessee's obligation to pay installments of Rent, shall continue and Lessee shall be obligated to pay all costs and expenses, including legal fees and expenses, incurred by Lessor, Owner Participant, Policy Provider and Indenture Trustee as a result of the notice given by Lessee pursuant to this Section. If Lessee exercises its Early Purchase Option and the Basic Rent Adjustment is negative and Lessee pays all other amounts due in relation to such exercise, then Lessee shall pay an amount equal to the Early Purchase Price less the absolute value of the amount of such Basic Rent Adjustment listed on Schedule 6 to the Participation Agreement in respect of the purchased Units (as a rebate of Basic Rent and not as a reduction in the applicable Early Purchase Price). If Lessee exercises the Early Purchase Option and the Basic Rent Adjustment is positive, Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent Adjustment in respect of such purchased Units (as a payment of additional Basic Rent). Notwithstanding the foregoing provisions of this Section 22.1 to the contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this Section 22.1 for a purchase price equal to the Beneficial Interest Purchase Price and may keep this Lease (and the Equipment Notes) in place; provided, that Lessee shall remain liable under this Lease to pay Basic Rent and all other payments hereunder in full, provided, further, that such purchase shall be made in all respects in accordance with Section 6.9 of the Participation Agreement.clause