Common use of Retention of Equipment by Lessor Clause in Contracts

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent due and owing on the Termination Date and unpaid (exclusive of any Basic Rent due on such date in respect of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliates. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent due and owing on the Termination Date and unpaid (exclusive of any Basic Rent due on such date in respect of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliates. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.this

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of any Basic Rent due on such date in respect of the Terminated Units), but inclusive of any Supplemental Rent measured by the Make-Whole Amount and any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this LeaseUnits), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Reserve Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated aboveOwner Participant. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such dateIf Lessor elects not to sell the Terminated Units as Lease Agreement (TRLI 2001-1B) provided in this Section 10.3, then Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the . Upon payment by Lessor or Owner Participant is the Lessee or an Affiliate of the Lesseeforegoing, Lessee shall pay to Lessor such additional amounts as are necessary an amount of rent equal to pay the Make-Whole Amount and any unpaid Late Payment Interest in full all Policy Provider Amounts, calculated pursuant to clause (II) respect of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) principal amount of the definition thereof. Unless Equipment Notes to be prepaid together with all Basic Rent (including Basic Rent due on the Termination Date) and Supplemental Rent due and owing; provided that unless all such amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliateseffect. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of any Basic Rent due on such date in respect of the Terminated Units), but inclusive of any Supplemental Rent measured by the Make-Whole Amount and any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this LeaseUnits), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Reserve Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated aboveOwner Participant. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such dateIf Lessor elects not to sell the Terminated Units as provided in this Section 10.3, then Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the Lease Agreement (TRLI 2001-1C) numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the . Upon payment by Lessor or Owner Participant is the Lessee or an Affiliate of the Lesseeforegoing, Lessee shall pay to Lessor such additional amounts as are necessary an amount of rent equal to pay the Make-Whole Amount and any unpaid Late Payment Interest in full all Policy Provider Amounts, calculated pursuant to clause (II) respect of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) principal amount of the definition thereof. Unless Equipment Notes to be prepaid together with all Basic Rent (including Basic Rent due on the Termination Date) and Supplemental Rent due and owing; provided that unless all such amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliateseffect. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 30 days after receipt of Lessee's ’s notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c)6, treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and Supplemental Rent due and owing on the Termination Date and unpaid (exclusive unpaid, and the Underpayment of any Basic Rent due on for such date in respect Units as of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement CostsTermination Date. On such Termination Date, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which Lessee shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of have paid all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Accountamounts due hereunder, Lessor shall be entitled under pay to Lessee the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments Overpayment of Basic Rent, in respect Rent for such Units as of all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliates. If after giving the notice referred to above Lessor shall fail to pay the amounts required perform any of its obligations pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days five Business Days from the date of such notice.. 11

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2the last sentence of Section 9.1, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 days 15 Business Days after receipt of Lessee's ’s notice of terminationdetermination of economic impracticality pursuant to Section 9.1, not to sell the Terminated Units on the Termination Datedeclare an Event of Loss as provided in Section 9.1, whereupon Lessee shall not be liable for the Stipulated Loss Value for the affected Units but shall (i) deliver the Terminated affected Units to Lessor in the same manner and in the same condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and 6 (except that Lessee shall extend storage rights not be required to correct the conditions which gave rise to the same extent as provided in Section 6.1(cnotice of economic impracticality), treating the Termination Date applicable date for payment specified in Section 11.2(ii) as the termination date of the Lease Term with respect to the Terminated Units affected Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and Supplemental Rent due and owing on the Termination Date such termination date and unpaid (exclusive and the Underpayment of any Basic Rent due on for such date in respect Units as of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such termination date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs. On such termination date, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which Lessee shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of have paid all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Accountamounts due hereunder, Lessor shall be entitled under pay to Lessee the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments Overpayment of Basic Rent, in respect of all Rent for such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliatestermination date. If after giving the notice referred to above Lessor shall fail to pay the amounts required perform any of its obligations pursuant to the third sentence of this Section 10.3 and 9.4 on the scheduled termination date for any affected Unit, the parties hereto shall treat such Unit as a result thereof this Lease shall not be terminated if an Event of Loss had occurred as of the date of Lessee’s written notice with respect to such Unit pursuant to Section 9.1 and the Terminated Units on a proposed Termination Dateprovisions of Sections 11.2, 11.3 and 11.4 with respect to rent, termination and disposition shall apply with respect to such Unit and Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such noticeaffected Units.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent due and owing on the Termination Date and unpaid (exclusive of any Basic Rent due on such date in respect of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay in full all then unpaid Policy Provider AmountsAmounts and, calculated pursuant to clause (II) of the definition thereofwithout duplication, and all then unpaid Policy Provider Reimbursement Costs, calculated pursuant to in each case, as defined in this Lease and as defined in the Other Lease described in clause (Ii) of the definition thereof. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliates. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of any Basic Rent due on such date in respect of the Terminated Units), but inclusive of any Supplemental Rent measured by the Make-Whole Amount and any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this LeaseUnits), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Reserve Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated aboveOwner Participant. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such dateIf Lessor elects not to sell the Terminated Units as provided in this Section 10.3, then Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the . Upon payment by Lessor or Owner Participant is the Lessee or an Affiliate of the Lesseeforegoing, Lessee shall pay to Lessor such additional amounts as are necessary an amount of rent equal to pay the Make-Whole Amount and any unpaid Late Payment Interest in full all Policy Provider Amounts, calculated pursuant to clause (II) respect of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) principal amount of the definition thereof. Unless Equipment Notes to be prepaid together with all Basic Rent (including Basic Rent due on the Termination Date) and Supplemental Rent due and owing; provided that unless all such amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliateseffect. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 30 days after receipt of Lessee's ’s notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c)6, treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of unpaid, including an amount equal to any Basic Rent due on such date Make-Whole Amount in respect of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other any Underpayment of Basic Rent in respect for such Terminated Units as of such Termination Date. If Lessor elects not to sell the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) as provided in this Section 10.3, then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in immediately available funds an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay issued in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units and all accrued interest to the date of prepayment of such Equipment Note on such Termination Date. On such Termination Date, if Lessee shall have paid all amounts due hereunder, Lessor shall pay to Lessee or any Overpayment of its AffiliatesBasic Rent for such Units as of such Termination Date. If after giving the notice referred to above Lessor shall fail to pay the amounts required perform any of its obligations pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 five days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the -------------------------------- provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent due and owing on the Termination Date and unpaid (exclusive of any in advance Basic Rent due on such date in respect of the Terminated Units), any unpaid Late Payment Interest in respect but inclusive of any Supplemental Rent in respect of measured by the Make-Whole Amount). If Lessor elects not to sell the Terminated Units not paid when due (includingas provided in this Section 10.3, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in funds of the type and in an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding issued in respect of such Terminated Units and all accrued and unpaid interest to the date of prepayment of such Equipment Notes on such date (after deducting therefrom Termination Date and an amount equal to the principal installmentMake-Whole Amount, if any, in respect of the principal amount of the Equipment Notes to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is prepaid without in any manner relieving the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary its obligation to pay in full all Policy Provider Amounts, calculated any such amount pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof. Unless all amounts described above in this Section 10.2 preceding sentence; provided that unless Lessor shall have been paid all such amounts to the Persons entitled thereto -------- Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliateseffect. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units Units, and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent due and owing on the Termination Date and unpaid (exclusive of any in advance Basic Rent due on such date in respect of the Terminated Units), any unpaid Late Payment Interest in respect but inclusive of any Supplemental Rent in respect of measured by the Make-Whole Amount). If Lessor elects not to sell the Terminated Units not paid when due (includingas provided in this Section 10.3, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in funds of the type and in an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding issued in respect of such Terminated Units and all accrued and unpaid interest to the date of prepayment of such Equipment Notes on such date (after deducting therefrom Termination Date and an amount equal to the principal installmentMake-Whole Amount, if any, in respect of the principal amount of the Equipment Notes to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is prepaid without in any manner relieving the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary its obligation to pay in full all Policy Provider Amounts, calculated any such amount pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof. Unless all amounts described above in this Section 10.2 preceding sentence; provided that unless Lessor shall have been paid all such amounts to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliateseffect. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units Units, and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the -------------------------------- provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of any in advance Basic Rent due on such date in respect of the Terminated Units), but inclusive of any Supplemental Rent measured by the Make-Whole Amount and any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this LeaseUnits), so that, after receipt and application of all such payments, but without any withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Reserve Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Owner Participant. If Lessor and elects not to sell the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentenceTerminated Units as provided in this Section 10.3, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, then Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such datedate of arrears Basic Rent) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if . Upon payment by the Lessor or Owner Participant is the Lessee or an Affiliate of the Lesseeforegoing, Lessee shall pay to the Lessor all accrued and unpaid interest to the date of prepayment of such additional amounts as are necessary Equipment Notes on such Termination Date and an amount equal to pay the Make-Whole Amount, if any, and any unpaid Late Payment Interest in full all Policy Provider Amounts, calculated pursuant to clause (II) respect of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) principal amount of the definition thereof. Unless Equipment Notes to be prepaid together with all Basic Rent and Supplemental Rent due and owing; provided that unless all such amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliateseffect. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third second sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units Units, and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 30 days after receipt of Lessee's ’s notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c)6, treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of including an amount equal to any Basic Rent due on such date Positive Make-Whole Amount in respect of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of . If Lessor elects not to sell the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) as provided in this Section 10.3, then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in immediately available funds an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay issued in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units and all accrued interest to Lessee or any the date of its Affiliatesprepayment of such Equipment Note on such Termination Date. If after giving the notice referred to above Lessor shall fail to pay the amounts required perform any of its obligations pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 five days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 30 days after receipt of Lessee's ’s notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c)6, treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of including an amount equal to any Basic Rent due on such date Make-Whole Amount in respect of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of . If Lessor elects not to sell the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) as provided in this Section 10.3, then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in immediately available funds an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay issued in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units and all accrued interest to Lessee or any the date of its Affiliatesprepayment of such Equipment Note on such Termination Date. If after giving the notice referred to above Lessor shall fail to pay the amounts required perform any of its obligations pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 five days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (ia) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c)6, treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (iib) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of any in advance Basic Rent due on such date in respect of the Terminated Units), any unpaid Late Payment Interest in respect but inclusive of any Supplemental Rent in respect of measured by the Make-Whole Amount). If Lessor elects not to sell the Terminated Units not paid when due (includingas provided in this Section 10.3, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in funds of the type and in an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding issued in respect of such Terminated Units and all accrued and unpaid interest to the date of prepayment of such Equipment Notes on such date (after deducting therefrom Termination Date and an amount equal to the principal installmentMake-Whole Amount, if any, in respect of the principal amount of the Equipment Notes to be paid on such date) by a fraction, the numerator prepaid without in any manner relieving Lessee of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary its obligation to pay in full all Policy Provider Amounts, calculated any such amount pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof. Unless all amounts described above in this Section 10.2 preceding sentence; provided that unless Lessor shall have been paid all such amounts to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the such Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor If Lessee shall have complied with its obligations under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliates. If after giving the notice referred to above 10.3 and Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a the proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units Units, and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring that is not earlier less than 25 days from after the date of such notice; provided that for purposes of determining the amount to be paid by Lessee pursuant to Section 10.2, the Termination Date shall be deemed to be the Termination Date on which Lessor failed to make the payments provided in this Section 10.3.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of any Basic Rent due on such date in respect of the Terminated Units), but inclusive of any Supplemental Rent measured by the Make-Whole Amount and any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this LeaseUnits), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Reserve Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated aboveOwner Participant. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such dateIf Lessor elects not to sell the Terminated Units as provided in this Section 10.3, then Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the 21 Lease Agreement (TRLI 2001-1C) numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the . Upon payment by Lessor or Owner Participant is the Lessee or an Affiliate of the Lesseeforegoing, Lessee shall pay to Lessor such additional amounts as are necessary an amount of rent equal to pay the Make-Whole Amount and any unpaid Late Payment Interest in full all Policy Provider Amounts, calculated pursuant to clause (II) respect of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) principal amount of the definition thereof. Unless Equipment Notes to be prepaid together with all Basic Rent (including Basic Rent due on the Termination Date) and Supplemental Rent due and owing; provided that unless all such amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliateseffect. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.Section

Retention of Equipment by Lessor. Notwithstanding the -------------------------------- provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c), treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of any in advance Basic Rent due on such date in respect of the Terminated Units), but inclusive of any Supplemental Rent measured by the Make-Whole Amount and any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units). If Lessor elects not to sell the Terminated Units not paid when due (includingas provided in this Section 10.3, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in funds of the type and in an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding issued in respect of such Terminated Units and all accrued and unpaid interest to the date of prepayment of such Equipment Notes on such date (after deducting therefrom Termination Date and an amount equal to the principal installmentMake-Whole Amount, if any, and any unpaid Late Payment Interest in respect of the principal amount of the Equipment Notes to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is prepaid without in any manner relieving the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary its obligation to pay in full all Policy Provider Amounts, calculated any such amount pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof. Unless preceding sentence; provided that unless all such amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliateseffect. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units Units, and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 30 days after receipt of Lessee's ’s notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c)6, treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of including an amount equal to any Basic Rent due on such date Positive Make-Whole Amount in respect of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of . If Lessor elects not to sell the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) as provided in this Section 10.3, then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in immediately available funds an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding on issued in respect of such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and all accrued interest to the denominator date of which shall be the aggregate prepayment of such Equipment Costs of all Units then subject to this Lease; providedNote on such Termination Date. In addition, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessee any Lessor Loan Balance as of such additional amounts as are necessary Termination Date and accrued interest thereon; provided that in no event shall the Lessor be obligated to pay in full all Policy Provider Amounts, calculated pursuant any such amount due to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof. Unless Lessee unless all amounts described above in this Section 10.2 due and payable by the Lessee hereunder and under the other Operative Agreements to the Lessor shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliatesfull. If after giving the notice referred to above Lessor shall fail to pay the amounts required perform any of its obligations pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 five days from the date of such notice.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2the last sentence of Section 9.1, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 days 15 Business Days after receipt of Lessee's ’s notice of terminationdetermination of economic impracticality pursuant to Section 9.1, not to sell the Terminated Units on the Termination Datedeclare an Event of Loss as provided in Section 9.1, whereupon Lessee shall not be liable for the Stipulated Loss Value for the affected Unit but shall (i) deliver the Terminated affected Units to Lessor in the same manner and in the same condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and 6 (except that Lessee shall extend storage rights not be required to correct the conditions which gave rise to the same extent as provided in Section 6.1(cnotice of economic impracticality), treating the Termination Date applicable date for payment specified in Section 11.2(ii) as the termination date of the Lease Term with respect to the Terminated Units affected Units, and (ii) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and Supplemental Rent due and owing on such termination date and unpaid; provided, at such time that the Termination Date aggregate number of Units that have suffered an Event of Loss exceeds 6, Lessee shall pay with respect to each additional Unit that suffers an Event of Loss, in addition to the amounts required to be paid under this paragraph (ii), a Positive Make-Whole Amount with respect to the prepayment of the Equipment Notes on account of such Event of Loss. If Lessor elects to retain the affected Units as provided in this Section 9.4, then Lessor shall pay, or cause to be paid, to Indenture Trustee in funds of the type and unpaid (exclusive in an amount equal to the outstanding principal amount of any Basic Rent due on such date the Equipment Notes issued in respect of such affected Units and all accrued interest to the Terminated Units), date of prepayment of such Equipment Note on such termination date plus any unpaid Late Payment Interest Positive Make-Whole Amount in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a2.10(b) of the Indenture). In addition, Lessor shall pay to Lessee any Lessor Loan Balance as of such termination date and accrued interest thereon; provided that in no event shall the Lessor be obligated to pay any such amount due to Lessee unless all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then amounts due and payable by the Lessee hereunder (including, without limitation, a portion of and under the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal other Operative Agreements to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee an amount equal to the product obtained by multiplying the unpaid principal amount of the Equipment Notes outstanding on such date (after deducting therefrom the principal installment, if any, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary to pay in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliatesfull. If after giving the notice referred to above Lessor shall fail to pay the amounts required perform any of its obligations pursuant to the third sentence of this Section 10.3 and 9.4 on the scheduled termination date for any affected Unit, the parties hereto shall treat such Unit as a result thereof this Lease shall not be terminated if an Event of Loss had occurred as of the date of Lessee’s written notice with respect to such Unit pursuant to Section 9.1 and the Terminated Units on a proposed Termination Dateprovisions of Sections 11.2, 11.3 and 11.4 with respect to rent, termination and disposition shall apply with respect to such Unit and Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such noticeaffected Units.

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 days after receipt of Lessee's notice of termination, not to sell the Terminated Units on the Termination Date, whereupon Lessee shall (ia) deliver the Terminated Units to Lessor in the same manner and condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and shall extend storage rights to the same extent as provided in Section 6.1(c)6, treating the Termination Date as the termination date of the Lease Term with respect to the Terminated Units Units, and (iib) pay to Lessor, or to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and owing on the Termination Date and unpaid (exclusive of any in advance Basic Rent due on such date in respect of the Terminated Units), any unpaid Late Payment Interest in respect but inclusive of any Supplemental Rent in respect of measured by the Make-Whole Amount). If Lessor elects not to sell the Terminated Units not paid when due (includingas provided in this Section 10.3, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture), and all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Date. Also on such date, Lessor shall pay, or cause to be paid, to the Indenture Trustee in funds of the type and in an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding issued in respect of such Terminated Units and all accrued and unpaid interest to the date of prepayment of such Equipment Notes on such date (after deducting therefrom Termination Date and an amount equal to the principal installmentMake-Whole Amount, if any, in respect of the principal amount of the Equipment Notes to be paid on such date) by a fraction, the numerator prepaid without in any manner relieving Lessee of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor such additional amounts as are necessary its obligation to pay in full all Policy Provider Amounts, calculated any such amount pursuant to clause (II) of the definition thereof, and Policy Provider Reimbursement Costs, calculated pursuant to clause (I) of the definition thereof. Unless all amounts described above in this Section 10.2 preceding sentence; provided that unless Lessor shall have been paid all such amounts to the Persons entitled thereto Indenture Trustee on the Termination Date, this Lease shall continue in full force and effect with respect to the such Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliates. If after giving the notice referred to above Lessor shall fail to pay the amounts required pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a the proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.thereafter

Retention of Equipment by Lessor. Notwithstanding the provisions of Sections 10.1 and 10.2the last sentence of Section 9.1, Lessor may irrevocably elect by written notice to Lessee, (with a copy to the Policy Provider) not no later than 60 days 15 Business Days after receipt of Lessee's ’s notice of terminationdetermination of economic impracticality pursuant to Section 9.1, not to sell the Terminated Units on the Termination Datedeclare an Event of Loss as provided in Section 9.1, whereupon Lessee shall not be liable for the Stipulated Loss Value for the affected Units but shall (i) deliver the Terminated affected Units to Lessor in the same manner and in the same condition as if delivery were made to Lessor pursuant to Section 6.1(b) and Section 6.2, and 6 (except that Lessee shall extend storage rights not be required to correct the conditions which gave rise to the same extent as provided in Section 6.1(cnotice of economic impracticality), treating the Termination Date applicable date for payment specified in Section 11.2(ii) as the termination date of the Lease Term with respect to the Terminated Units affected Units, and (ii) pay to Lessor, or to the Persons entitled thereto, (1) all Basic Rent and Supplemental Rent due and owing on the Termination Date such termination date and unpaid (exclusive of unpaid, but without any Basic Rent due on such date Make-Whole Amount in respect of the Terminated Units), any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a2.10(b) of the Indenture), Indenture and all other Rent in respect (2) any Underpayment of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (including, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Costs of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, Lessor 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 all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and the Policy Provider has received the portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. On any Termination Date where Lessee is required to make payments pursuant to the preceding sentence, Lessee shall pay as additional Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to the Basic Rent Adjustment (or the absolute value of the negative Basic Rent Adjustment) set forth on Schedule 4-B to the Participation Agreement for the relevant Rent Payment Dateaffected Units as of such termination date. Also on such dateIf Lessor elects to retain the affected Units as provided in this Section 9.4, then Lessor shall pay, or cause to be paid, to the Indenture Trustee in funds of the type and in an amount equal to the product obtained by multiplying the unpaid outstanding principal amount of the Equipment Notes outstanding issued in respect of such affected Units and all accrued interest to the date of prepayment of such Equipment Note on such date (after deducting therefrom termination date, but without any Make-Whole Amount in respect of the principal installmentamount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture. On such termination date, if anyLessee shall have paid all amounts due hereunder, to be paid on such date) by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease; provided, that if the Lessor or Owner Participant is the Lessee or an Affiliate of the Lessee, Lessee shall pay to Lessor Lessee any Overpayment of Basic Rent for such additional amounts as are necessary to pay in full all 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. Unless all amounts described above in this Section 10.2 shall have been paid to the Persons entitled thereto on the Termination Date, this Lease shall continue in full force and effect with respect to the Terminated Units. Lessor agrees that in the event that Lessor elects to retain (and does retain) the Terminated Units as provided in this Section 10.3, for a period of one year after payment by Lessor of all amounts due and owing by Lessor under this Section 10.3, Lessor may not sell or lease any of such Terminated Units to Lessee or any of its Affiliatestermination date. If after giving the notice referred to above Lessor shall fail to pay the amounts required perform any of its obligations pursuant to the third sentence of this Section 10.3 and as a result thereof this Lease shall not be terminated with respect to the Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise its election to retain such Terminated Units and (y) reimburse Lessee for any reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred by it in attempting to sell the Terminated Units pursuant to Section 10.2 immediately prior to Lessor's exercise of such preemptive election, and Lessee may at its option at any time thereafter prior to the immediately following Rent Payment Date submit a new termination notice pursuant to Section 10.1 with respect to such Terminated Units specifying a proposed Termination Date occurring on a Determination Date occurring not earlier than 25 days from the date of such notice.this