Common use of End of Term Options Clause in Contracts

End of Term Options. (a) If no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee shall have the option to: (i) purchase the Aircraft pursuant to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, to renew the Term of the Lease for an additional one year period on the same terms and conditions as are set forth herein except that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date. (b) Upon exercise of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent then due and owing under the Lease; plus (ii) all taxes, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey all of Lessor's right, title and interest in and to the Aircraft to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor. (c) Upon exercise of the Sale Option, Lessee shall place the Aircraft in the condition required by Section 8 of the Lease and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so act.

End of Term Options. At least one hundred eighty (180) days before the Expiration Date of the Term, but not more than three hundred and sixty-five (365) days prior to the Expiration Date of the Term, Lessee shall, by delivery of written notice to Lessor and the Administrative Agent, exercise one of the following options: (a) If no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee shall have the option to: (i) purchase the Aircraft pursuant to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, Request to renew this Lease with respect to the Term of the Lease Leased Property for an additional one five-year period Lease Renewal Term (the “Renewal Option”) on the same terms and conditions as are set forth herein except and in the other Operative Documents to which Lessee or an Affiliate of Lessee is a party; provided, however, that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as shall be available at the end of the then current Expiration Date provided Base Term only if the conditions to the Renewal Option set forth herein and in Section 4.7 of the Participation Agreement are satisfied; and provided, further, that the then current Expiration Date is Renewal Option shall not the Final Expiration Date, or be exercisable for a total of more than one (y1) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date.Lease Renewal Term; (b) Upon exercise Purchase for an amount in immediately available funds equal to the Purchase Amount all, but not less than all, of the Leased Property on or before the last day of the Term (the “Purchase Option”); and if Lessee shall have elected to purchase the Leased Property, (1) Lessee may (A) assign its right to purchase the Leased Property hereunder to a third party, in which case such third party shall consummate the purchase of the Leased Property on or before the last day of the Term; provided that, if such third party fails to consummate the purchase of the Leased Property on or before the last day of the Term, Lessee shall consummate the purchase of the Leased Property on the last day of the Term or (B) designate a third party to acquire title to the Leased Property, without assigning Lessee’s rights to purchase the Leased Property hereunder and (2) Lessor shall, upon the payment to Administrative Agent (or if the Loans are no longer outstanding, Lessor) of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent Amount then due and owing payable by Lessee under the Lease; plus (ii) all taxesOperative Documents, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey transfer all of Lessor's ’s right, title and interest in and to the Aircraft Leased Property to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse or such other party designated by Lessee pursuant to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor.Section 21.1; or (c) Upon exercise Commit to sell on behalf of Lessor for cash to a single purchaser not in any way affiliated with Lessee or any of its Subsidiaries all, but not less than all, of the Leased Property on the last day of the Term (the “Sale Option”). Lessee’s right to sell the Leased Property pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions applicable to Lessee set forth in Article XX (unless waived in accordance with the terms set forth therein). In addition, such sale shall be subject to all subleases with respect to the Leased Property to Persons who are not Affiliates or Subsidiaries of Parent Guarantor. Lessee shall not enter into any additional subleases or renew any subleases (other than on market terms or otherwise pursuant to express rights therefor under the existing subleases) with respect to the Leased Property following Lessee’s election of the Sale Option. Following Lessee’s election of the Sale Option, Lessee shall place not remove any Modifications or commence any voluntary Modifications under Section 10.1(a)(ii) (other than Required Modifications) without the Aircraft in the condition required by Section 8 consent of the Lease and Required Participants (which consent shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner not be unreasonably withheld, conditioned or delayed) unless required to the highest qualified bidder on comply with Applicable Laws or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals avoid or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actaddress an emergency.

End of Term Options. At least 270 days before the scheduled expiration date of the Lease Term, Lessee shall, by delivery of written notice to Lessor and the Agent, exercise one of the following options: (a) If no Event Renew this Lease (together with each Lease Supplement) with respect to all, but not less than all, of Default the Premises for five (or event or condition which5) additional one-year Lease Renewal Terms (the "Renewal Option") on the terms and conditions set forth set forth herein and in the other Operative Documents; provided, with however, such Renewal Option shall be available at the passage end of time or giving the Base Term only if the conditions to the Extension Option set forth in Section 2.14 of noticethe Participation Agreement are satisfied; and provided further, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee that the Renewal Option shall have not be available during the option to: (i) purchase the Aircraft pursuant to paragraph fifth Renewal Term; or (b) below Purchase for cash for the Purchase Amount all, but not less than all, of the Premises then subject to this Lease on the last day of the Lease Term (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, to renew the Term of the Lease for an additional one year period on the same terms ; and conditions as are set forth herein except that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, if Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise have elected the Purchase Option, Lessor shall, upon the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed payment to have exercised (x) the Renewal Option as of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date. (b) Upon exercise Lessor of the Purchase OptionAmount, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent then due and owing under the Lease; plus (ii) all taxes, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey transfer all of Lessor's right, title and interest in and to the Aircraft Premises pursuant to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor.Section 23.16 below; or (c) Upon exercise Sell on behalf of Lessor for cash to a single purchaser not in any way affiliated with Lessee or any of its Affiliates all, but not less than all, of the Premises then subject to this Lease on the last day of the Lease Term (the "Sale Option"). Lessee's right to sell the Premises pursuant to the Sale Option shall be conditioned upon the subject to (i) the full performance by Lessee of its obligations pursuant to Section 2 of each of the Utility Easements before such election of the Sale Option is made, (ii) the fulfillment by Lessee of each of the terms and conditions set forth in Article XXII below, and (iii) there not being at the time of such election any existing Third Party Subleases. Lessee shall not enter into any additional subleases or renew any subleases with respect to the Premises following Lessee's election of the Sale Option. Following Lessee's election of the Sale Option, Lessee shall place the Aircraft in the condition required by Section 8 of the Lease and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to not remove any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actAlterations.

End of Term Options. At the expiration of the Base Term of any Schedule, the Lessee may exercise any of the following options, as described in more detail below (athe “End of Term Options”) If no Event by giving Lessor at least six months, but not more than twelve months, written notice prior to the expiration of Default (or event or condition which, with the passage Base Term of time or giving the End of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee shall have the option toTerm Option it elects: (i) purchase the Aircraft pursuant Equipment subject to paragraph (b) below the applicable Schedule (the "“Purchase Option"” and, the amount thereof, the “Purchase Option Amount”), (ii) sell extend or renew the Aircraft pursuant Lease for the Equipment subject to paragraph (c) below the Schedule (the "Sale “Renewal Option") ”), or (iii) on return the Equipment to the Lessor (the “Return Option”); provided, that notwithstanding anything herein to the contrary, once Lessee has elected one of the End of Term Options for the first Schedule whose Base Term expires, Lessee shall thereafter be required to elect the same End of Term Option for all subsequent Schedules whose Base Term thereafter expires, unless Lessor, in its sole discretion, agrees otherwise. If Lessee fails to elect any Expiration other than of the Final Expiration DateEnd of Term Options as required by this Section 6, then Lessor shall have the right at the end of the Base Term , in its sole discretion, to renew either cause Lessee to purchase the Term Equipment at “Fair Market Value” (as determined below) or to return the Equipment in accordance with the provisions of Section 6(c), and in either case, until Lessee has purchased the Equipment or complied with all of the Lease for an additional one year period requirements of Section 6(c), rent payment obligations on the Equipment will continue on a month-to-month basis at the monthly rent delineated on the Schedule. Notwithstanding the foregoing, (i) once an End of Term Option has been elected for Equipment subject to a Hospital Schedule, the same terms option shall apply to all Equipment subject to such Hospital Schedule; and conditions as are set forth herein except that the amount (ii) if Lessee fails to timely elect an End of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice will pay an amount equal to one-half the sum of (a) the "Option Notice"then current monthly rental and (b) prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall monthly payment that would be irrevocably deemed to have exercised (x) in effect under the Renewal Option as of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date. (b) Upon exercise of the Purchase Option, Lessee shall and will continue to pay such amount until it provides notice to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent then due and owing under the Lease; plus (ii) all taxes, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase its End of Lease Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey all of Lessor's right, title and interest in and to the Aircraft to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessorelection. (c) Upon exercise of the Sale Option, Lessee shall place the Aircraft in the condition required by Section 8 of the Lease and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so act.

End of Term Options. At least 180 days before the scheduled expiration date of the Term, Lessee shall, by delivery of written notice to Agent Lessor and each Agent, exercise one of the following options: (a) If no Event Renew this Lease (the "Renewal Option") with respect to the Premises for two additional one-year periods (each, a "Lease Renewal Term") on the terms and conditions set forth herein and in the other Operative Documents; provided, however, such Renewal Option shall be available at the end of Default (or event or condition whichthe Base Term and the first Lease Renewal Term only if the conditions to the Extension Option set forth in Section 4.4 of the Participation Agreement are satisfied; and provided further, with that the passage of time or giving of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee Renewal Option shall have not be available during the option to: (i) purchase the Aircraft pursuant to paragraph second Lease Renewal Term; or (b) below Purchase for cash for the Purchase Amount the Premises on the last day of the Term (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, to renew the Term of the Lease for an additional one year period on the same terms ; and conditions as are set forth herein except that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, if Lessee shall give have elected to purchase the Premises, Agent Lessor 180 days irrevocable written notice (shall, upon the "Option Notice") prior payment to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date. (b) Upon exercise Agent Lessor of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent Amount then due and owing payable by Lessee under the Lease; plus (ii) all taxesOperative Documents, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey transfer all of Agent Lessor's right, title and interest in and to the Aircraft Premises pursuant to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor.Section 21.1; or (c) Upon exercise Sell on behalf of Agent Lessor for cash to a single purchaser not in any way affiliated with Lessee or any of its Affiliates the Premises on the last day of the Term (the "Sale Option"). Lessee's right to sell the Premises pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in Article XX. In addition, unless otherwise approved by the Required Participants, all subleases with respect to the Premises shall have been terminated prior to Agent Lessor's receipt of Lessee's election of the Sale Option. Lessee shall not enter into any additional subleases or renew any subleases with respect to the Premises following Lessee's election of the Sale Option. Following Lessee's election of the Sale Option, Lessee shall place not remove any Modifications or commence any voluntary Modifications without the Aircraft in the condition required by Section 8 consent of the Lease and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actRequired Participants.

End of Term Options. At least one hundred eighty (180) days before the Expiration Date of the Term, but not more than three hundred and sixty-five (365) days prior to the Expiration Date of the Term, Lessee shall, by delivery of written notice to Lxxxxx and the Administrative Agent, exercise one of the following options: (a) If no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee shall have the option to: (i) purchase the Aircraft pursuant to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, Request to renew this Lease with respect to the Term of the Lease Leased Property for an additional one five-year period Lease Renewal Term after the First Renewal Term (the “Renewal Option”) on the same terms and conditions as are set forth herein except and in the other Operative Documents to which Lessee or an Affiliate of Lessee is a party; provided, however, that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as shall be available at the end of the then current Expiration Date provided Term only if the conditions to the Renewal Option set forth herein and in Section 4.7 of the Participation Agreement are satisfied; and provided, further, that the then current Expiration Date is Renewal Option shall not be exercisable for a total of more than one (1) Lease Renewal Term after the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date.First Renewal Term; (b) Upon exercise Purchase for an amount in immediately available funds equal to the Purchase Amount all, but not less than all, of the Leased Property, other Collateral and Parcel D Ground Leased Property on or before the last day of the Term (the “Purchase Option”); and if Lessee shall have elected to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property, (1) Lessee may (A) assign its right to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property hereunder to a third party, in which case such third party shall consummate the purchase of the Leased Property, other Collateral and Parcel D Ground Leased Property on or before the last day of the Term; provided that, if such third party fails to consummate the purchase of the Leased Property, other Collateral and Parcel D Ground Leased Property on or before the last day of the Term, Lessee shall consummate the purchase of the Leased Property, other Collateral and Parcel D Ground Leased Property on the last day of the Term or (B) designate a third party to acquire title to the Leased Property, other Collateral and Parcel D Ground Leased Property, without assigning Lessee’s rights to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property hereunder and (2) Lessor shall, upon the payment to Administrative Agent of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent Amount then due and owing payable by Lessee under the Lease; plus (ii) all taxesOperative Documents, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey transfer all of Lessor's ’s right, title and interest in and to the Aircraft Leased Property, other Collateral and Parcel D Ground Leased Property to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse or such other party designated by Lessee pursuant to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor.Section 21.1; or (c) Upon exercise Commit to sell on behalf of Lessor for cash to a single purchaser not in any way affiliated with Lessee or any of its Subsidiaries all, but not less than all, of the Leased Property, other Collateral and Parcel D Ground Leased Property on the last day of the Term (the “Sale Option”). Lessee’s right to sell the Leased Property, other Collateral and Parcel D Ground Leased Property pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions applicable to Lessee set forth in Article XX (unless waived in accordance with the terms set forth therein). In addition, such sale shall be subject to all subleases with respect to the Leased Property to Persons who are not Affiliates or Subsidiaries of Parent Guarantor, the Home Depot Ground Lease and the Parcel D Ground Lease. Lessee shall not enter into any additional subleases or renew any subleases (other than on market terms or otherwise pursuant to express rights therefor under the existing subleases) with respect to the Leased Property following Lxxxxx’s election of the Sale Option. Following Lxxxxx’s election of the Sale Option, Lessee shall place not remove any Modifications or commence any voluntary Modifications under Section 10.1(a)(ii) (other than Required Modifications) without the Aircraft in the condition required by Section 8 consent of the Lease and Required Participants (which consent shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner not be unreasonably withheld, conditioned or delayed) unless required to the highest qualified bidder on comply with Applicable Laws or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals avoid or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actaddress an emergency.

End of Term Options. (a) If So long as no Event of Default (or event or condition which, with exists hereunder and the passage of time or giving of notice, or both, would become such an Event of Default) Term has occurred and is continuing, on each Expiration Datenot been earlier terminated, Lessee shall have the option to: upon the expiration of the Basic Term of the Schedule upon at least one hundred eighty (i180) purchase the Aircraft pursuant days' prior written notice to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration DateLessor, to renew the Term with respect to, or to purchase, all (but not less than all) of the Lease for an additional one year period Equipment described on such Schedule upon the same following terms and conditions as are set forth herein except that conditions: (1) Upon expiration of the amount Basic Term, Lessee may elect to renew the Term with respect to all, but not less than all, of Basic Rent payable during such Renewal Term shall be as set forth Equipment for such Renewal Term on Schedule 2a renewal term of thirty-A to Lease Supplement No. 1 one (31) months (the "Renewal OptionTerm"). Subject ) at a monthly rent calculated as 1.279720% of the Capitalized Lessor's Cost of such -------- Equipment. (2) Upon expiration of the Basic Term, Lessee may elect to purchase all (but not less than all) of such Equipment on the Basic Term Expiration Date on an AS IS BASIS for cash equal to the foregoing limitations on exercise greater of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as thirty-five percent (35%) of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration DateCapitalized Lessor's Cost of such Equipment, or (y2) the Purchase Option as then Fair Market Value of such Equipment (plus all applicable sales taxes). On the then current Expiration Date if the then current Expiration Date is Final Basic Term Expiration Date. (b) Upon exercise of the Purchase Option, Lessee shall pay to Lessor in immediately available funds the full purchase price (plus all applicable sales taxes), together with any rent or other sums then due hereunder on such date. Lessee shall be deemed to have waived this option unless it provides Lessor with written notice of its irrevocable election to exercise the same within fifteen (15) days after Fair Market Value is determined (by agreement or appraisal). (3) If Lessee timely exercises its renewal option above, then, upon expiration of the Renewal Term, so long as no Default exists hereunder, Lessee may elect, upon at least one hundred eighty (180) days' prior written notice to Lessor: (A) further to renew the Term with respect to all, but not less than all, of such Equipment for an additional renewal term and at a periodic rent subject to mutual agreement of the parties; or (B) to purchase on the applicable Expiration Date an amount equal to: (i) all Rent then due and owing under the Lease; plus (ii) all taxes, assessments and other charges due or payable in connection with the sale expiration date of the Aircraft to Lessee; plus first Renewal Term all (iiibut not less than all) the Purchase Option Price as of such Expiration DateEquipment on an AS IS BASIS for cash equal to the then Fair Market Value of such Equipment (plus all applicable sales taxes). Upon receipt On the expiration date of the amounts set forth in the preceding sentencefirst Renewal Term, Lessor shall convey receive in cash the full purchase price (plus all of Lessor's rightapplicable sales taxes), title and interest in and to the Aircraft to together with any rent or other sums then due hereunder on such date. Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear deemed to have waived this option unless it provides Lessor with written notice of all liens created its irrevocable election to exercise the same within fifteen (15) days after Fair Market Value is determined (by Lessoragreement or appraisal). (c) Upon exercise of the Sale Option, Lessee shall place the Aircraft in the condition required by Section 8 of the Lease and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so act.

End of Term Options. (a) If no Event of Default (or event or condition which, with Before the passage of time or giving of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee shall have shall, by delivery of written notice to Lessor and Administrative Agent (given in accordance with clause (a) or (b) below), exercise the option to: provided in paragraph (a)(i) or (a)(ii) or the option provided in paragraph (b): (a) At least 180 days before the Expiration Date of the Term, Lessee shall, by delivery of written notice to Lessor and the Administrative Agent, exercise one of the following two options: (i) purchase Commit to renew this Lease with respect to the Aircraft pursuant Leased Property for an additional Lease Renewal Term of one to paragraph (b) below four years (the "Purchase OptionRENEWAL OPTION")) on the terms and conditions set forth herein and in the other Operative Documents; PROVIDED, HOWEVER, that such Renewal Option shall be available at the end of the Base Term (or the Base Term as previously so renewed) only if the conditions to the Extension Option set forth in Section 4.7 of the Participation Agreement are satisfied; and PROVIDED, FURTHER, that the Renewal Option shall not be exercisable for a total of more than two (2) Lease Renewal Terms; or (ii) sell COMMIT TO PURCHASE FOR CASH FOR THE PURCHASE AMOUNT ALL, BUT NOT LESS THAN ALL, of the Aircraft pursuant to paragraph (c) below Leased Property on the last day of the Term (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, to renew the Term of the Lease for an additional one year period on the same terms and conditions as are set forth herein except that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal OptionPURCHASE OPTION"). Subject to the foregoing limitations on exercise of the Renewal Option, ; and if Lessee shall give have elected to purchase the Leased Property, Lessor 180 days irrevocable written notice (shall, upon the "Option Notice") prior payment to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date. (b) Upon exercise Lessor of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent Amount then due and owing payable by Lessee under the Lease; plus (ii) all taxesOperative Documents, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey transfer all of Lessor's right, title and interest in and to the Aircraft Leased Property pursuant to Section 21.1; or (b) At least 270 days before the Expiration Date of the Term, Lessee shall, by delivery of written notice to Lessor and the Administrative Agent, commit to sell on an behalf of Lessor for cash to a single purchaser not in any way affiliated with Lessee or any of its Affiliates all, but not less than all, of the Leased Property on the last day of the Term (the "AS-IS," SALE OPTION"WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY). Lessee's right to sell the Leased Property pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in Article XX. In addition, EXPRESS OR IMPLIED, and without recourse all subleases with respect to the Leased Property shall have been terminated prior to Lessor, except that 's receipt of Lessee's election of the Aircraft Sale Option. Lessee shall be free and clear not enter into any additional subleases or renew any subleases with respect to the Leased Property following Lessee's election of all liens created by Lessor. (c) Upon exercise the Sale Option. Following Lessee's election of the Sale Option, Lessee shall place not remove any Modifications or commence any voluntary Modifications under Section 10.1(a)(ii) without the Aircraft in the condition required by Section 8 consent of the Lease and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actRequired Participants.

End of Term Options. (a) If So long as no Event of Default (or event or condition which, with exists hereunder and the passage of time or giving of notice, or both, would become such an Event of Default) Term has occurred and is continuing, on each Expiration Datenot been earlier terminated, Lessee shall have the option to: upon the expiration of the Basic Term of the Schedule upon at least one hundred eighty (i180) purchase the Aircraft pursuant days' prior written notice to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration DateLessor, to renew the Term with respect to, or to purchase, all (but not less than all) of the Lease for an additional one year period Equipment described on such Schedule upon the same following terms and conditions as are set forth herein except that conditions: (1) Upon expiration of the amount Basic Term, Lessee may elect to renew the Term with respect to all, but not less than all, of Basic Rent payable during such Renewal Term shall be as set forth Equipment for such Renewal Term on Schedule 2a renewal term of thirty-A to Lease Supplement No. 1 one (31) months (the "Renewal OptionTerm"). Subject ) at a monthly rent calculated as 1.279720% of the Capitalized -------- Lessor's Cost of such Equipment. (2) Upon expiration of the Basic Term, Lessee may elect to purchase all (but not less than all) of such Equipment on the Basic Term Expiration Date on an AS IS BASIS for cash equal to the foregoing limitations on exercise greater of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as thirty-five percent (35%) of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration DateCapitalized Lessor's Cost of such Equipment, or (y2) the Purchase Option as then Fair Market Value of such Equipment (plus all applicable sales taxes). On the then current Expiration Date if the then current Expiration Date is Final Basic Term Expiration Date. (b) Upon exercise of the Purchase Option, Lessee shall pay to Lessor in immediately available funds the full purchase price (plus all applicable sales taxes), together with any rent or other sums then due hereunder on such date. Lessee shall be deemed to have waived this option unless it provides Lessor with written notice of its irrevocable election to exercise the same within fifteen (15) days after Fair Market Value is determined (by agreement or appraisal). (3) If Lessee timely exercises its renewal option above, then, upon expiration of the Renewal Term, so long as no Default exists hereunder, Lessee may elect , upon at least one hundred eighty (180) days' prior written notice to Lessor: (A) further to renew the Term with respect to all, but not less than all, of such Equipment for an additional renewal term and at a periodic rent subject to mutual agreement of the parties; or (B) to purchase on the expiration date of the first Renewal Term all (but not less than all) of such Equipment on an AS IS BASIS for cash equal to the then Fair Market Value of such Equipment (plus all applicable Expiration Date an amount equal to: sales taxes). On the expiration date of the first Renewal Term, Lessor shall receive in cash the full purchase price (i) plus all Rent applicable sales taxes), together with any rent or other sums then due and owing hereunder on such date. Lessee shall be deemed to have waived this option unless it provides Lessor with written notice of its irrevocable election to exercise the same within fifteen (15) days after Fair Market Value is determined (by agreement or appraisal). (C) If Lessee is then in Default under the Lease; plus (ii) all taxes, assessments and other charges due or payable in connection with if Lessee fails timely to elect to renew the sale Term pursuant to Paragraph A above, or to purchase the Equipment pursuant to Paragraph B above, then on the expiration date of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey all of Lessor's right, title and interest in and to the Aircraft to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor. (c) Upon exercise of the Sale OptionRenewal Term, Lessee shall place the Aircraft return such Equipment in the condition required by full compliance with Section 8 XI of the Lease Agreement and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner Annex G to the highest qualified bidder Schedule on or before prior to the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance expiration date of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actRenewal Term.

End of Term Options. At least 270 days before the last day ------------------- of the Basic Term or the first Renewal Term, if effective, Lessee shall, by delivery of written notice to Lessor and the Certificate Purchasers, exercise one of the following options: (a) If no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee shall have the option to: (i) purchase the Aircraft pursuant subject to paragraph (b) below (the "Purchase Option"Section 4.3(b), (ii) sell the Aircraft pursuant renew this Lease with respect to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other all, -------------- but not less than the Final Expiration Dateall, to renew the Term of the Lease Leased Property then subject hereto for an additional one five-year period on the same terms and conditions as are set forth herein except that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject ) on the terms and -------------- conditions set forth herein and in the other Operative Documents, including Lessee's obligation to pay Rent, including Basic Rent, during the foregoing limitations Renewal Term on exercise each Payment Date occurring during such Renewal Term; however, such Renewal ------- Option shall not be available at the end of the second Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option Term; or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date.-- (b) Upon exercise purchase for cash for the Purchase Option Exercise Amount all, but not less than all, of the Leased Property then subject to this Lease on the last day of the Basic Term or Renewal Term, as applicable (the "Purchase -------- Option"); and if Lessee shall have elected to purchase the Leased Property, ------ Lessor shall, upon the payment to Lessor of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent Option Exercise Amount then due and owing payable by Lessee under the Lease; plus (ii) all taxesOperative Documents, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey transfer by special warranty deed all of Lessor's right, title and interest in and to the Aircraft Leased Property to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTYor its designee, EXPRESS OR IMPLIED, and without recourse or warranty (except as to Lessor, except that the Aircraft shall be free absence of Lessor Liens and clear of all liens created by Lessor.such other matters contained in the special warranty deed); or -- (c) Upon exercise subject to the satisfaction of the conditions set forth in Section 9.5 and if no Default or Event of Default exists on or prior to the ----------- Lease Termination Date, sell on behalf of Lessor for cash to a purchaser not in any way affiliated with Lessee all, but not less than all, of the Leased Property then subject to this Lease on the last day of the Basic Term or Renewal Term, as applicable (the "Sale Option"). Simultaneously with a sale pursuant to ----------- the Sale Option, Lessee shall place pay to Lessor (i) all accrued and unpaid Rent, if any, plus all other amounts, fees and expenses then due and payable under the Aircraft in Operative Documents (other than the condition required by Section 8 Lease Balance) and (ii) as Supplemental Rent, from the gross proceeds of the sale of the Leased Property, without deductions or expense reimbursements (the "Proceeds"), the aggregate outstanding -------- Lease Balance as of the Lease Termination Date. If the Proceeds exceed the aggregate outstanding Lease Balance and shall obtain bids for such other amounts are paid, Lessee will retain the Aircraft and market such Aircraft portion of the Proceeds in a commercially reasonable manner excess thereof. If the Proceeds are less than the aggregate outstanding Lease Balance, Lessee will pay or will cause to be paid to Lessor, as Supplemental Rent, on the Lease Termination Date, in addition to the highest qualified bidder on or before Proceeds and the Expiration Dateother amounts referred to in clause (i) above, at Lessee's sole cost and expense; provided---------- the Sale Recourse Amount, it being understood, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft amount payable pursuant to this Section 23 and/or solicit and/or obtain bids for 9.1(c) shall in no event be construed to limit any -------------- other obligation of Lessee under the AircraftOperative Documents, providedincluding, howeverwithout limitation, that Lessor pursuant to Section 6, Section 7.7, Section 9.5 and Section 14.1. --------- ----------- ----------- ------------- The "Sale Recourse Amount" shall be under no duty the lesser of (i) the Applicable Percentage Amount and (ii) the excess of the aggregate outstanding Lease Balance over Proceeds. The obligation of Lessee to so act.pay the amounts provided in this Section ------- 9.1

End of Term Options. (a) If So long as no Event of Default (or event or condition which, with exists hereunder and the passage of time or giving of notice, or both, would become such an Event of Default) Term has occurred and is continuing, on each Expiration Datenot been earlier terminated, Lessee shall have the option to: upon the expiration of the Basic Term of the Schedule upon at least one hundred eighty (i180) purchase the Aircraft pursuant days' prior written notice to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration DateLessor, to renew the Term with respect to, or to purchase, all (but not less than all) of the Lease for an additional one year period Equipment described on such Schedule upon the same following terms and conditions as are set forth herein except that conditions: (1) Upon expiration of the amount Basic Term, Lessee may elect to renew the Term with respect to all, but not less than all, of Basic Rent payable during such Renewal Term shall be as set forth Equipment for such Renewal Term on Schedule 2a renewal term of thirty-A to Lease Supplement No. 1 one (31) months (the "Renewal OptionTerm"). Subject ) at a monthly rent calculated as 1.279720% of the Capitalized Lessor's Cost -------- of such Equipment. (2) Upon expiration of the Basic Term, Lessee may elect to purchase all (but not less than all) of such Equipment on the Basic Term Expiration Date on an AS IS BASIS for cash equal to the foregoing limitations on exercise greater of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as thirty-five percent (35%) of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration DateCapitalized Lessor's Cost of such Equipment, or (y2) the Purchase Option as then Fair Market Value of such Equipment (plus all applicable sales taxes). On the then current Expiration Date if the then current Expiration Date is Final Basic Term Expiration Date. (b) Upon exercise of the Purchase Option, Lessee shall pay to Lessor in immediately available funds the full purchase price (plus all applicable sales taxes), together with any rent or other sums then due hereunder on such date. Lessee shall be deemed to have waived this option unless it provides Lessor with written notice of its irrevocable election to exercise the same within fifteen (15) days after Fair Market Value is determined (by agreement or appraisal). (3) If Lessee timely exercises its renewal option above, then, upon expiration of the Renewal Term, so long as no Default exists hereunder, Lessee may elect , upon at least one hundred eighty (180) days' prior written notice to Lessor: (A) further to renew the Term with respect to all, but not less than all, of such Equipment for an additional renewal term and at a periodic rent subject to mutual agreement of the parties; or (B) to purchase on the expiration date of the first Renewal Term all (but not less than all) of such Equipment on an AS IS BASIS for cash equal to the then Fair Market Value of such Equipment (plus all applicable Expiration Date an amount equal to: sales taxes). On the expiration date of the first Renewal Term, Lessor shall receive in cash the full purchase price (i) plus all Rent applicable sales taxes), together with any rent or other sums then due and owing hereunder on such date. Lessee shall be deemed to have waived this option unless it provides Lessor with written notice of its irrevocable election to exercise the same within fifteen (15) days after Fair Market Value is determined (by agreement or appraisal). (C) If Lessee is then in Default under the Lease; plus (ii) all taxes, assessments and other charges due or payable in connection with if Lessee fails timely to elect to renew the sale Term pursuant to Paragraph A above, or to purchase the Equipment pursuant to Paragraph B above, then on the expiration date of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey all of Lessor's right, title and interest in and to the Aircraft to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor. (c) Upon exercise of the Sale OptionRenewal Term, Lessee shall place the Aircraft return such Equipment in the condition required by full compliance with Section 8 XI of the Lease Agreement and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner Annex G to the highest qualified bidder Schedule on or before prior to the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance expiration date of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actRenewal Term.

End of Term Options. Not later than one hundred and eighty (180) days prior to the Return Date, the Lessee shall, by delivery of an irrevocable written notice to the Administrative Agent, exercise one of the following options with respect to each applicable Leased Property: (a) If no Event of Default Purchase (or event or condition which, with cause its designee to purchase) for cash for the passage Purchase Amount the Leased Property then subject to this Lease on the last day of time or giving of notice, or both, would become such an Event of Default) has occurred the Lease Term (the “Purchase Option”); and is continuing, on each Expiration Date, if the Lessee shall have the option to: (i) purchase the Aircraft pursuant to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, to renew the Term of the Lease for an additional one year period on the same terms and conditions as are set forth herein except that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise elected the Purchase Option, upon the Sale Option payment to the Lessor of the Purchase Amount, the Leased Property shall be transferred to the Lessee (or the Renewal Option. If Lessee does not provide a timely Option Notice, then its designee or assignee provided that the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as remain primarily liable for all payments due in respect of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date.election) pursuant to Section 23.11 whereupon this Lease shall terminate except for such provisions which expressly survive such a termination; (b) Upon exercise Provided no Default or Event of Default shall have occurred and be continuing, return the Purchase Option, Lessee shall pay Leased Property to the Lessor on the applicable Expiration Maturity Date an amount equal to: (i) all Rent then due the “Return Option”). The Return Option shall be conditioned upon and owing under subject to the Lease; plus (ii) all taxes, assessments and other charges due or payable in connection with fulfillment by the sale Lessee of each of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts terms and conditions set forth in Article XXII and, thereafter, the preceding sentence, Lessor Lessee shall convey all of Lessor's right, title and interest in and have no further obligations to pay Basic Rent or the remaining Lease Balance or Adjusted Lease Balance. The Lessee shall not enter into any new or additional subleases or renew any subleases with respect to the Aircraft to Leased Property following the Lessee’s election of the Return Option. Following the Lessee’s election of the Return Option, the Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTYshall not remove any Alterations, EXPRESS OR IMPLIED, unless such Alterations are not part of the Leased Property and without recourse to Lessor, except that the Aircraft shall be free and clear removal of all liens created by Lessor.such Alterations is performed in accordance with the terms hereof; or (c) Upon exercise of the Sale Option, Lessee shall place the Aircraft in the condition required by Section 8 of the Lease and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner Subject to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions set forth in Section 2.16 of the Participation Agreement, exercise the Extension Option and extend the term of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids Lease for the Aircraft, provided, however, that Lessor shall be under no duty to so actLease Extension Term.

End of Term Options. At least one hundred eighty (180) days but not more than two hundred seventy (270) days before the Expiration Date of the Term, Lessee shall, by delivery of written notice to Lessor and the Administrative Agent, exercise one of the following options: (a) If no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee shall have the option to: (i) purchase the Aircraft pursuant to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, Request to renew this Lease with respect to the Term of the Lease Leased Property for an additional one year period five‑year Lease Renewal Term (each a “Renewal Option”) on the same terms and conditions as are set forth herein except and in the other Operative Documents; provided, however, that the amount of Basic Rent payable during such Renewal Term Option shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (available at the "Renewal Option"). Subject to the foregoing limitations on exercise end of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice Base Term (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then Base Term as previously so renewed) only if the Lessee shall be irrevocably deemed conditions to have exercised (x) the Renewal Option as set forth herein and in Section 4.7 of the then current Expiration Date provided Participation Agreement are satisfied; and provided, further, that the then current Expiration Date is Renewal Option shall not the Final Expiration Date, or be exercisable for a total of more than one (y1) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration DateLease Renewal Term. (b) Upon exercise Purchase for an amount in immediately available funds equal to the Purchase Amount all, but not less than all, of the Leased Property on the last day of the Term (the “Purchase Option”); and if Lessee shall have elected to purchase the Leased Property, (1) Lessee may (A) assign its right to purchase the Leased Property hereunder to a third party, in which case such third party shall consummate the purchase of the Leased Property on or before the last day of the Term, provided that if such third party fails to consummate the purchase of the Leased Property on or before the last day of the Term, Lessee shall consummate the purchase of the Leased Property on the last day of the Term or (B) designate a third party to acquire title to the Leased Property, without assigning Lessee’s rights to purchase the Leased Property hereunder and (2) Lessor shall, upon the payment to the Administrative Agent (or if the Rent Assignment Interests are no longer outstanding, Lessor) of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent Amount then due and owing payable by Lessee under the Lease; plus (ii) all taxesOperative Documents, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey transfer all of Lessor's ’s right, title and interest in and to the Aircraft Leased Property pursuant to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor.Section 21.1; or (c) Upon exercise Sell on behalf of Lessor for cash to a single purchaser not in any way affiliated with Guarantor, Lessee or any of their respective Affiliates all, but not less than all, of the Leased Property on the last day of the Term (the “Sale Option”). Lessee’s right to sell the Leased Property pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions set forth in Article XX. In addition, all subleases with respect to the Leased Property except for Permitted Retail Leases shall have been terminated prior to Lessor’s receipt of Lessee’s election of the Sale Option. Lessee shall not enter into any additional subleases or renew any subleases with respect to the Leased Property following Lessee’s election of the Sale Option. Following Lessee’s election of the Sale Option, Lessee shall place not remove any Modifications other than Improvements or commence any voluntary Modifications under Section 10.1(a)(ii) without the Aircraft in the condition required by Section 8 consent of the Lease and shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actRequired Participants.

End of Term Options. At least one hundred eighty (180) days before the Expiration Date of the Term, but not more than three hundred and sixty-five (365) days prior to the Expiration Date of the Term, Lessee shall, by delivery of written notice to Lessor and the Administrative Agent, exercise one of the following options: (a) If no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, Lessee shall have the option to: (i) purchase the Aircraft pursuant to paragraph (b) below (the "Purchase Option"), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than the Final Expiration Date, Request to renew this Lease with respect to the Term of the Lease Leased Property for an additional one five-year period Lease Renewal Term after the First Renewal Term (the “Renewal Option”) on the same terms and conditions as are set forth herein except and in the other Operative Documents to which Lessee or an Affiliate of Lessee is a party; provided, however, that the amount of Basic Rent payable during such Renewal Term shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends to exercise the Purchase Option, the Sale Option or the Renewal Option. If Lessee does not provide a timely Option Notice, then the Lessee shall be irrevocably deemed to have exercised (x) the Renewal Option as shall be available at the end of the then current Expiration Date provided Term only if the conditions to the Renewal Option set forth herein and in Section 4.7 of the Participation Agreement are satisfied; and provided, further, that the then current Expiration Date is Renewal Option shall not be exercisable for a total of more than one (1) Lease Renewal Term after the Final Expiration Date, or (y) the Purchase Option as of the then current Expiration Date if the then current Expiration Date is Final Expiration Date.First Renewal Term; (b) Upon exercise Purchase for an amount in immediately available funds equal to the Purchase Amount all, but not less than all, of the Leased Property, other Collateral and Parcel D Ground Leased Property on or before the last day of the Term (the “Purchase Option”); and if Lessee shall have elected to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property, (1) Lessee may (A) assign its right to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property hereunder to a third party, in which case such third party shall consummate the purchase of the Leased Property, other Collateral and Parcel D Ground Leased Property on or before the last day of the Term; provided that, if such third party fails to consummate the purchase of the Leased Property, other Collateral and Parcel D Ground Leased Property on or before the last day of the Term, Lessee shall consummate the purchase of the Leased Property, other Collateral and Parcel D Ground Leased Property on the last day of the Term or (B) designate a third party to acquire title to the Leased Property, other Collateral and Parcel D Ground Leased Property, without assigning Lessee’s rights to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property hereunder and (2) Lessor shall, upon the payment to Administrative Agent of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: (i) all Rent Amount then due and owing payable by Lessee under the Lease; plus (ii) all taxesOperative Documents, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt of the amounts set forth in the preceding sentence, Lessor shall convey transfer all of Lessor's ’s right, title and interest in and to the Aircraft Leased Property, other Collateral and Parcel D Ground Leased Property to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse or such other party designated by Lessee pursuant to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor.Section 21.1; or (c) Upon exercise Commit to sell on behalf of Lessor for cash to a single purchaser not in any way affiliated with Lessee or any of its Subsidiaries all, but not less than all, of the Leased Property, other Collateral and Parcel D Ground Leased Property on the last day of the Term (the “Sale Option”). Lessee’s right to sell the Leased Property, other Collateral and Parcel D Ground Leased Property pursuant to the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions applicable to Lessee set forth in Article XX (unless waived in accordance with the terms set forth therein). In addition, such sale shall be subject to all subleases with respect to the Leased Property to Persons who are not Affiliates or Subsidiaries of Parent Guarantor, the Home Depot Ground Lease and the Parcel D Ground Lease. Lessee shall not enter into any additional subleases or renew any subleases (other than on market terms or otherwise pursuant to express rights therefor under the existing subleases) with respect to the Leased Property following Lessee’s election of the Sale Option. Following Lessee’s election of the Sale Option, Lessee shall place not remove any Modifications or commence any voluntary Modifications under Section 10.1(a)(ii) (other than Required Modifications) without the Aircraft in the condition required by Section 8 consent of the Lease and Required Participants (which consent shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner not be unreasonably withheld, conditioned or delayed) unless required to the highest qualified bidder on comply with Applicable Laws or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees that, if so requested by Lessee and upon performance of and compliance with the other terms and conditions of this Section 23 by Lessee, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals avoid or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so actaddress an emergency.

End of Term Options. (a) If no Event of Default (or event or condition which, In connection with the passage expiration of time the Initial Term or giving of noticethe Renewal Term, or bothas applicable, would become such an Event of Default) has occurred and is continuing, on each Expiration Date, the Lessee shall have the option to: be obligated to (i) purchase renew the Aircraft pursuant Lease (upon the terms and subject to paragraph the conditions specified in Subsection (b) below below); (ii) exercise the Termination Option or (iii) purchase the Property subject to this Lease pursuant to Section 14(a) hereof (the "Purchase OptionPURCHASE OPTION"). In the event that by the 74th day prior to the expiration of the Initial Term or the Renewal Term, as applicable, the Lessee has not elected any of the options in clauses (i), (ii) sell the Aircraft pursuant to paragraph (c) below (the "Sale Option") or (iii) on any Expiration other than ), the Final Expiration Date, to renew the Term of the Lease for an additional one year period on the same terms and conditions as are set forth herein except that the amount of Basic Rent payable during such Renewal Term Lessee shall be as set forth for such Renewal Term on Schedule 2-A to Lease Supplement No. 1 (the "Renewal Option"). Subject to the foregoing limitations on exercise of the Renewal Option, Lessee shall give Lessor 180 days irrevocable written notice (the "Option Notice") prior to each Expiration Date if Lessee intends required to exercise the Purchase OptionOption at the end of the Lease Term, except that the Sale Option or notice described in the Renewal Option. If Lessee does first sentence of Section 14(a) need not provide a timely Option Noticebe given, then the and Lessee shall be irrevocably deemed not have the right to have exercised (x) extend the Renewal Option as closing date for the purchase of the then current Expiration Date provided that the then current Expiration Date is not the Final Expiration Date, or (y) the Purchase Option Property as of the then current Expiration Date if the then current Expiration Date is Final Expiration Datedescribed in Section 14(a). (b) Upon exercise of the Purchase Option, Lessee shall pay to Lessor on the applicable Expiration Date an amount equal to: If (i) all Rent then due no Event of Default or Unmatured Event of Default shall have occurred and owing under the Lease; plus be continuing, (ii) all taxesthis Lease shall not have been earlier terminated, assessments and other charges due or payable in connection with the sale of the Aircraft to Lessee; plus (iii) the Purchase Option Price as of such Expiration Date. Upon receipt Agent (on behalf of the amounts Lessors), in its sole and absolute discretion, shall have first notified Lessee that it has consented to the exercise by Lessee of the rights set forth in this Section 15(b), then Lessee shall have the preceding sentence, Lessor right (which right shall convey all be exercised by the delivery of Lessor's right, title and interest in and an appropriately completed Renewal Notice (the "RENEWAL NOTICE") sent to the Aircraft Agent at least 75 days prior to Lessee on an "AS-IS," "WHERE-IS" BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the Aircraft shall be free and clear of all liens created by Lessor. (c) Upon exercise of the Sale Option, Lessee shall place the Aircraft in the condition required by Section 8 end of the Lease and Term substantially in the form of Exhibit I hereto) to extend this Lease as to all of the Property then subject to this Lease, for a period ("RENEWAL TERM") of five (5) years. The Renewal Term shall obtain bids for the Aircraft and market such Aircraft in a commercially reasonable manner to the highest qualified bidder on or before the Expiration Date, at Lessee's sole cost and expense; provided, however, that no sale shall occur without Lessor's prior written consent. Lessor agrees thatcommence, if so requested by Lessee and upon performance at all, on the last day of and compliance with the other terms and conditions Initial Lease Term. In no event may the Renewal Term extend beyond the last day of this Section 23 by Lesseethe Rent Period ending in April 10, it shall consent to any bona fide offer to purchase the Aircraft, including, any offer to purchase the Aircraft made by Lessee, which equals or exceeds the Maximum Lessor Risk. Lessor may also offer to purchase the Aircraft pursuant to this Section 23 and/or solicit and/or obtain bids for the Aircraft, provided, however, that Lessor shall be under no duty to so act.2006 [INSERT DATE THAT IS 5 YEARS AFTER END OF INITIAL