Common use of Return Clause in Contracts

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the Schedules. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchaser, on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section, upon Upon the expiration of the Term Term, if the Equipment is not purchased as provided in Paragraph (a) of each Schedulethis Section, Lessee Lessees shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee . Lessees shall (i) pay to Lessor on the last day of the Term with respect to each individual ScheduleTerm, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such the Equipment, and (ii) return the such Equipment to Lessor in accordance with the provisions of Annex F attached to the SchedulesSection X hereof. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this ParagraphParagraph (b), Lessor will transfer to the purchaserbuyer, on an AS IS, WHERE IS BASIS (except as provided in the following sentence)BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of such the Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by by, through or arising through under Lessor). Lessor shall execute and deliver to Lessee Lessees such Uniform Commercial Code statements of termination Statements as reasonably may be required in order to terminate any interest of Lessor in and to the EquipmentEquipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition of such Equipment, the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee Lessees an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, expenses fees and feesexpenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of such the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this SectionSection 9, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereundersuch Schedule, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the Schedulesapplicable Schedule. Thereafter, upon return of all of the Equipment described on all Schedules executed hereundersuch Schedule, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchasertransfer, on an AS IS BASIS (except as provided in the following sentence)BASIS, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless On the Expiration Date or such other Return Occasion, Lessee, at its own expense, shall return the Aircraft to Lessor in the condition specified in Exhibit F hereto in Tucson, Arizona, or at such other location in the continental United States designated by Lessee, or if an Event Of Default has occurred, at a location to be designated by Lessor (the "Return Location"), fully equipped, with all required Parts and Engines, duly installed thereon, by delivering the same to Lessor at such location. At such time as the Aircraft has been inspected by Lessor and found to be in the condition required hereunder, Lessor shall issue a redelivery receipt to Lessee confirming the same. Any engines installed on the Aircraft returned to Lessor hereunder which had not originally been installed on the Aircraft will be deemed to be part of the Aircraft and owned by Lessor, and Lessor shall, subject to such engines fulfilling all requirements of a Replacement Engine under Section 11(b) hereof, and otherwise complying with all requirements of Exhibit F hereto, relinquish title to any Engines previously removed and replaced by such last-installed engines. Notwithstanding the provisions of Section 9(a) hereof, any and all Parts replaced with Parts that have not been overhauled, repaired and inspected by an FAA approved agency and which do not bear FAA acceptable tags shall be replaced with Parts that do so comply; and provided that any replaced Part shall have exercised its extension option an equivalent or its purchase option pursuant to this Sectionlater part number, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms have a value and conditions: Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date modification status and all other sums then due hereunder, a terminal rental adjustment amount remaining useful life at least equal to the Fixed Purchase Price of such Equipmentreplaced Part, and (ii) return shall be completely interchangeable as to form, fit and function. There shall be no substitution of time controlled components such that time remaining on any replacement component is less than the Equipment to Lessor in accordance with time that was remaining on the provisions of Annex F attached to replaced component, based upon the Schedules. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchaser, on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created actual hours/cycles operated by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if anyLessee.

Return. Unless So long as Lessee shall not have exercised its extension option or to renew this Agreement pursuant to Paragraph (a) of this Section, nor exercised its purchase option pursuant to Paragraph (c) of this Section, Lessee shall have the option, upon the expiration of the Basic Term of each an individual Schedule, Lessee shall to return all (but not less than all) of the Equipment described on all Schedules executed hereunderan individual Schedule, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term term of this Agreement with respect to each the applicable individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Basic Term Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor in accordance with Section XVI hereof. That portion of the provisions of Annex F attached terminal rental adjustment amount paid by Lessee to Lessor as is equal to the SchedulesBasic Term Residual Risk Amount shall be held in escrow by Lessor and deposited in an interest-bearing account, invested in Permitted Investments (as such term is hereinafter defined). Thereafter, upon return of all of the Equipment described on all Schedules executed hereunderthe applicable Schedule, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of such Item of the Equipment. Lessee fully shall cooperate with Lessor in consummating such sale, scrap, or other disposition of the Equipment. Such sale, scrap or disposition shall occur promptly and Lessor shall conduct such sale, scrap or disposition with the same consideration that the Servicing Agent would afford to the sale, scrap or disposition of such Item of its own assets. Upon satisfaction of the conditions specified in this ParagraphParagraph (b), Lessor and Lessee will transfer to the purchaserpurchaser(s), on an AS IS BASIS (except as provided in the following sentence), all of Lessor's their interest in and to the applicable Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment free and clear of any liens or encumbrances created by by, through or arising through under Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination as reasonably may be required in order to terminate any interest of Lessor in and to the applicable Equipment. Upon Promptly following the sale, scrap or other disposition of an Item of the Equipment and receipt by Lessor in good collected funds of the sales proceeds proceeds, if any, with respect to such Item of the Equipment sold will be paid toEquipment, and held and applied by, Lessor as follows: (1) Lessor shall promptly thereafter pay to Lessee from the escrow account an amount equal to the Basic Term Residual Risk Amount (as specified in the Schedule) of such Item of the Equipment (less all reasonable actual out-of-pocket costs, expenses and feesfees incurred by the Servicing Agent, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess Item of the Residual Risk Amount of the Equipment and applicable taxes, if any.Equipment);

Return. (1) Unless Lessee shall have exercised its extension option option, or its purchase option pursuant to this SectionSection 9, upon the expiration of the Term of each Schedule, Lessee shall return as to all (but not less than all) of the Equipment described on all Schedules executed hereunder, Lessee shall cause the Equipment to satisfy the return conditions specified in Annex D attached to the Schedules. Lessor and Lessee will cause the Equipment to be sold to one or more independent third parties upon the expiration of the Term with respect to each individual Schedule (such sale to be consummated on the date of expiration of the Term with respect to such individual Schedule). The proposed sale of the Equipment shall be subject to the prior written approval of the Collateral Agent and the Residual Support Provider if the anticipated Net Sales Proceeds to be received as a result of such sale is less than the Lease Balance with respect to such Equipment. (2) If all of the Equipment has been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, the gross sales proceeds shall be paid to Lessor (in the manner set forth in Section 2(b) hereof). If the net sales proceeds resulting from the sale of the Equipment pursuant to this Section 9 (b) after application of the gross sales proceeds to reimburse Lessor and the Edison Program Parties for all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor or any Edison Program Party in connection with such sale, and any sales or transfer taxes and charges upon sale) (the following terms and conditions: Lessee shall "Net Sales Proceeds"): (i) is less than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to such Equipment, then Lessee shall pay to Lessor (in the manner set forth in Section 2(b)) on the last day of the Term with respect to the applicable Schedule the amount of such deficiency (provided, however, that in no event shall the aggregate amount so required to be paid by Lessee for all Schedules exceed the aggregate of the Maximum Lessee Risk Amounts for all Schedules) plus the scheduled Rent (if any) then due on such date and all other sums then due hereunder; or (ii) is more than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) plus all sales or transfer taxes and charges upon sale, plus all Related Third Party Costs, and all other reasonable and documented expenses incurred by Lessor or any Edison Program Party in connection with such sale, including, without limitation, any such expenses incurred based on a notice from Lessee to Lessor that Lessee intended to return the Equipment, plus Rent (if any) then due, then Lessor shall pay to Lessee such excess. (3) If all of the Equipment has not been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, Lessee shall return the Equipment to Lessor in accordance with the provisions of Annex D attached to the applicable Schedule and Lessee shall pay to Lessor (in the manner set forth in Section 2(b)) on the last day of the Term with respect to each individual Schedule, in addition Schedule the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to the scheduled Equipment, plus Rent (if any) then due on due. Lessor shall then attempt to sell the Equipment to an independent third party or parties and the gross sales proceeds with respect to such date Equipment shall be paid to Lessor (in the manner set forth in Section 2(b) hereof). That portion of the Net Sales Proceeds received by Lessor which is in excess of the amount of all Related Third Party Costs, and all other sums then due hereunderreasonable and documented expenses incurred by Lessor or an Edison Program Party in connection with such sale, including, without limitation, any such expenses incurred based on a terminal rental adjustment amount equal notice from Lessee to the Fixed Purchase Price of such Equipment, and (ii) Lessor that Lessee intended to return the Equipment (the "Excess Amount"), shall be paid by Lessor to Lessee. If the amount of the Lease Balance paid by Lessee pursuant to this Section 9(b)(3), minus the Excess Amount, exceeds the Maximum Lessee Risk Amounts for all Schedules, Lessor shall additionally pay to Lessee that portion of the amount of such excess over the Maximum Lessee Risk Amounts for all Schedules as does not exceed the Maximum Lessor Risk Amounts for all Schedules. Each of the parties hereto expressly acknowledges and agrees that none of Lender, the Operating Agent, the Collateral Agent or any Edison Program Party shall have any obligations to Lessee with respect to the payment of such amounts to Lessee pursuant to this Section 9(b)(3). (4) Upon sale of the Equipment in accordance with the provisions of Annex F attached to the Schedules. Thereafter, upon return of all this Section 9(b) and receipt by Lessor of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraphgross sales proceeds with respect thereto, Lessor will transfer to the purchasertransfer, on an AS IS BASIS (except as provided in the following sentence)BASIS, all of Lessor's interest in and to the such Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in such Equipment from Lessee or the Equipment Supplier free and clear of any liens or encumbrances created by or arising through Lessor's Lien). At Lessee's expense, Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless In the event that either Lessee or Lessor elects to terminate a Schedule prior to its expiration pursuant to Article 14 or upon its expiration pursuant to Section 15.4, and if Lessee does not elect to purchase the Equipment, then Lessee shall make the Equipment accessible to Lessor at the JV1/JV2 Facilities (the “Return Location”). Lessor shall, at Lessor’s expense, deinstall, pack and remove the Equipment by use of Lessor’s freight carrier. If Lessor does not remove the Equipment within ninety (90) days, then Lessee may have the Equipment removed to a bonded warehouse or any other warehouse at Lessor’s expense. Such providing of access to Lessor (“Return”) shall constitute fulfillment of Lessee’s obligation to return the Equipment and Lessee shall have exercised its extension option or its purchase option pursuant no further obligation with respect to this Section, upon the expiration Equipment (other than with respect to accrued Monthly Rental as of the Term date of each Schedulereturn, the required Equipment return condition under Article 13, and any indemnity obligations under Article 9). Lessee shall return all the Equipment in the condition in which it is required to be maintained pursuant to Section 5.1 hereof, subject to Lessor complying with its obligations under Section 14.1(c) from the date that Lessee makes the Equipment accessible to Lessor, including Lessor (but i) agreeing to pay on demand the cost of maintaining such Equipment on Lessee’s premises as reasonably determined by Lessee, including, without limitation, the cost of maintaining a clean room environment to keep the Equipment in the appropriate condition; provided, however, that Lessee shall not less than allcharge Lessor for the cost of maintaining a clean room environment for the first thirty (30) days after Return of the Equipment described on all Schedules executed hereunderunless, but for the fact that Lessor has not removed the Equipment, Lessee would be able to Lessor upon the following terms shut down either JV1 or JV2 and conditions: Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipmentwould have shut down either JV1 or JV2, and (ii) return assuming the entire risk of loss of and/or damage to the Equipment from any and every cause whatsoever, including the obligation to maintain insurance. Lessor shall inspect the Equipment following its return and notify Lessee of any claims Lessor may have with respect to the condition of the Equipment, any missing Equipment, or any other deficiency within thirty (30) days following its return. Lessor shall include in such notice a detailed description of any damage to the Equipment. If Lessor fails to deliver written notice to Lessee in accordance with the provisions of Annex F attached foregoing sentence, Lessee shall have no further liability with respect to the Schedulescondition of the Equipment, any missing Equipment, or any other deficiency with respect to the Equipment. ThereafterIf Lessor has a claim relating to the condition of the Equipment or some other deficiency, upon Lessee may, in its sole discretion, elect to purchase (unless such Equipment has been subject to a Permitted Pre-Sale) the affected Equipment pursuant to Section 15.2 or repair the damage to the Equipment. If Lessee fails to return of some or all of the Equipment described on all Schedules executed hereundersubject to a Schedule in accordance with this Section 13.1, Lessor and then Lessee shall arrange for pay the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified reduced Monthly Rental calculated in this Paragraph, Lessor will transfer accordance with Section 15.4 prorated to the purchaserdate such Equipment is returned or purchased under Section 15.2, on an AS IS BASIS (except as provided or, in the following sentence)case of a partial failure to return Equipment, all a pro rata portion thereof based upon the percentage of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition terms of such Equipmentoriginal Equipment Cost) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if anythat Lessee fails to return.

Return. Unless If Lessee shall not have exercised its extension purchase option or its purchase ------- renewal option pursuant to this Section, upon the expiration of the Term term (either the original term or any applicable renewal term) of each Equipment Schedule, Lessee shall return all (but not less than all) of the Equipment described on all Equipment Schedules executed hereunder, hereunder to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term term of this Lease with respect to each individual Equipment Schedule, in addition to the scheduled Rent rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of with respect to such EquipmentEquipment (as specified on the Equipment Schedule), and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the SchedulesSection 13 hereof. Thereafter, upon return of all of the Equipment described on all Equipment Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraphsub-part (a), Lessor will transfer to the purchasertransfer, on an AS IS, WHERE IS BASIS (except as provided in the following sentence)BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by by, through or arising through under Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Equipment Schedule) of the Equipment plus all net proceeds of such sale, if any, (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless So long as Lessee has not exercised its option to terminate a Schedule pursuant to Section XVIII hereof, Lessee shall have exercised its extension option or its purchase option pursuant to this Sectionthe option, upon the scheduled expiration of the Basic Term of each the Schedule, Lessee shall to return all (but not less than all) of the Equipment described on all Schedules executed hereundersuch Schedule, in accordance with the terms hereof, to Lessor upon the following terms and conditions: . If Lessee desires to exercise this option it shall (i) pay to Lessor on the last day of the Basic Term with respect to each individual of the Schedule, in addition to the scheduled Rent then rent due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of percentage multiplied by the Capitalized Lessor's Cost for such Equipment, Equipment (as stated in such Schedule) for such Equipment and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the SchedulesSection XI hereof. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall will arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchaser, on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment Equipment, the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: to Lessor. Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in multiplied by the Schedule) of the Equipment (Capitalized Lessor's Cost for such Equipment, less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, scrap or disposition of such Equipment) Equipment plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment. All calculations under this Section XX hereof shall be made on an aggregate basis with respect of all of the Equipment and described on the applicable taxes, if anySchedule.

Return. Unless So long as Lessee shall not have exercised its extension option or its purchase ------ option pursuant to this Section, Lessee shall have the option, upon the expiration of the Term term of each Schedule, Lessee shall to return all (but not less Less than allAll) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term term of this Agreement with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the SchedulesSection X hereof. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this ParagraphParagraph (a), Lessor will transfer to the purchasertransfer, on an AS IS, WHERE IS BASIS (except as provided in the following sentence)BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by by, through or arising through under Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless (i) On termination of this Lease, Lessee shall, at its own expense, return the Aircraft along with all logs, manuals, inspection data, modification and overhaul records required to be maintained with respect thereto, to such place as Lessor shall determine. In the same condition as received, reasonable wear and tear excepted, with Lessee's logos stripped from the Aircraft. In addition, Lessee shall have exercised its extension option or its purchase option pursuant to this Sectioninstalled all applicable vendors' and manufacturers' service bulletin kits theretofore received by Lessee that are required for the Aircraft, upon as well as incorporating all Airworthiness Directives and required manufacturer's service bulletins that become effective during the expiration term of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and Lease. (ii) At least thirty (30) days prior to the expiration or earlier termination of the Term, Lessee will schedule an phase check of the Aircraft and perform a Borescope inspection of the Engines which is to be completed immediately prior to the return of the Aircraft to Lessor by an authorized Federal Aviation Administration (FAA) inspection and repair facility approved by the Manufacturers of the Airframe, Engines and Main Components, in the manner prescribed by the Manufacturers and approved by the FAA. Lessee, at its sole cost and expense, will pay for such inspections and all work required thereby to assure that the Aircraft is in compliance with all airworthiness directives issued by the FAA and all required Manufacturer service bulletins pertaining to the Aircraft. Lessee shall pay for all work, repair and services that may be determined to be necessary by such FAA inspection and repair facility so as to enable Lessee to return the Equipment Aircraft to Lessor with its FAA Certificate of Airworthiness currently validated by appropriate entries, and duly executed by currently licensed FAA inspectors and all applicable log books for the Aircraft. (iii) Upon return of the Aircraft, Lessor or its agent shall inspect the Aircraft. If in accordance the Lessor's reasonable opinion the Aircraft is not in compliance with the provisions of Annex F attached conditions herein described, a mutually acceptable independent inspection appraiser shall be appointed by the Lessor to inspect the Schedules. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange Aircraft for the commercially reasonable salepurpose of determining the repairs, scrap additions or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchaser, on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceedsreplacements, if any, which are necessary to place the Aircraft in the condition hereinafter described. If the appraiser determines that the Aircraft is in compliance with the conditions herein described, the cost of such sale independent inspection shall be borne by Lessor, and if the appraiser determines that the Aircraft is not in excess compliance with such conditions, such cost shall be borne by Lessee. (iv) At the time of return of the Residual Risk Amount Aircraft, each Main Component not covered by a Maintenance Service Plan, or an overhaul reserve account (Ref. Paragraph 7.1 v.) shall have remaining a minimum of fifty percent (50%) of the Equipment Manufacturers' recommended time between overhaul (TBO) and/or time retirement life. In the event the foregoing requirement is not met, Lessee shall pay to Lessor in respect of each such Main Component for which such requirement is not met a dollar amount which equals the product of (i) the fraction, the numerator of which is the difference between (x) fifty percent (50%) of the Manufacturer's recommended TBO and/or time retirement life for such Main Component and applicable taxes(y) the amount of the Manufacturer's recommended TBO and/or time retirement life remaining for such Main Component, and the denominator of which is the Manufacturer's recommended TBO and/or time retirement life for such Main Component; multiplied by (ii) the total cost, as identified by the Manufacturer of such Main Component, to overhaul or, if anyreplacement is necessary, to replace such Main Component, as the case may be, at the time of return. In no event will any time or cycle related Main Component on the Aircraft have less than 25% of time or cycles remaining to replacement or overhaul at the time or return, and Lessee shall overhaul or replace any Main Component as necessary prior to return of the Aircraft to ensure that the requirement of this sentence is met.

Return. Unless So long as Lessee shall not have exercised its extension option or pursuant to Paragraph (a) of this Section, nor exercised its purchase option pursuant to Paragraph (c) of this Section, Lessee shall have the option, upon the expiration of the Renewal Term of each an individual Schedule, Lessee shall to return all (but not less than all) of the Equipment described on all Schedules executed hereunderan individual Schedule, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term term of this Agreement with respect to each the applicable individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Renewal Term Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor in accordance with Section XVI hereof. That portion of the provisions of Annex F attached terminal rental adjustment amount paid by Lessee to Lessor as is equal to the SchedulesRenewal Term Residual Risk Amount shall be held in escrow by Lessor and deposited in an interest-bearing account, invested in Permitted Investments. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunderthe applicable Schedule, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of such Equipment. Lessee fully shall cooperate with Lessor in consummating such sale, scrap, or other disposition of the Equipment. Such sale, scrap or disposition shall occur promptly and Lessor shall conduct such sale, scrap or disposition with the same consideration that the Servicing Agent would afford to the sale, scrap or disposition of its own assets. Upon satisfaction of the conditions specified in this ParagraphParagraph (b), Lessor and Lessee will transfer to the purchaser, purchaser(s) on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest in and to the applicable Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment free and clear of any liens or encumbrances created by by, through or arising through under Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination as reasonably may be required in order to terminate any interest of Lessor in and to the applicable Equipment. Upon Promptly following the sale, scrap or other disposition of an Item of the Equipment and receipt by Lessor in good collected funds of the sales proceeds proceeds, if any, with respect to such Item of the Equipment sold will be paid to, and held and applied byEquipment, Lessor as follows: Lessor shall promptly thereafter pay to Lessee from the escrow account an amount equal to the Renewal Term Residual Risk Amount (as specified in the Schedule) of such Item of the Equipment (less all reasonable actual out-of-pocket costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess Item of the Residual Risk Amount of the Equipment and applicable taxes, if any.Equipment);

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant A. Upon termination of Lessee's right to this Section, upon the expiration possession of the Term of each ScheduleHelicopter, Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, Helicopter to Lessor upon and Lessor shall accept it, in accordance with the following terms and conditions: Lessee shall provisions. (i) pay The Helicopter will be returned at Lessee's expense to Lessor on the last day of the Term with respect to each individual Scheduleat Xxxxxxx Airport, in addition to the scheduled Rent then due on such date and all other sums then due hereunderBelmar, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and New Jersey ("BLM"). (ii) return The Helicopter shall have a currently valid U.S. Certificate of Airworthiness, and all mandatory AD and other bulletins shall have been complied with in accordance with the Equipment to Lessor Lessee's FAA approved maintenance program. (iii) The Helicopter shall have been maintained by Lessee in accordance with the provisions of Annex F attached this Lease, and the Helicopter shall be cleaned to industry standards, suitable for flying operations in accordance with FAA requirements. (iv) Except as may otherwise be agreed by the Schedulesparties in writing, the Helicopter shall be in the same condition as when delivered to Lessee, except for reasonable and ordinary wear and tear, use and depreciation, and shall be equipped with the same or similar engines, components, appliances, accessories, instruments and equipment as when delivered to Lessee. ThereafterLessee shall have no obligation as to time remaining on time-limited components or to make any adjustment in that regard except as specifically provided in this Lease for the time flown on the engines and other major components identified in Exhibit B hereto. (v) All special company markings of Lessee on the Helicopter shall have been removed and any and all visible corrosion shall have been repaired or removed and the Helicopter shall be painted white. (vi) All logs, upon records, manuals, and historical documents pertaining thereto, in a current condition and as required by this Lease, shall be delivered to Lessor. (vii) No later than the date provided for the return of all the Helicopter, Lessee will make the Helicopter available to Lessor at a mutually acceptable location for the purpose of permitting Lessor to make an inspection. Prior to Lessor's acceptance, Lessee will, at its expense, correct any condition making the Helicopter unairworthy or otherwise not in the condition, as determined by a an unbiased third party, required for return hereunder, and shall demonstrate the proper correction there of to Lessor's satisfaction. (viii) This Lease and Lessee's obligation to pay Fixed Rent to Lessor shall terminate upon Lessee's return of the Equipment described on all Schedules executed hereunderHelicopter in the condition required by this Lease. In the event that an unbiased third party determines that the Helicopter was not returned in the condition required by this Lease, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer continue to the purchaser, on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty pay Fixed Rent until such time as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received Helicopter is in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection compliance with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if anycondition required by this Lease.

Return. Unless The Lessee may return the Containers pursuant to the provisions of the Lease. The Lessee shall have exercised its extension option or its purchase option pursuant be responsible for all shipping and transportation to this Section, upon nominated Lessor depot. Such costs shall be borne by the expiration Lessee. (a) The Containers and/or each of the Term of each Schedule, Lessee them shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, be deemed to Lessor upon the following terms and conditions: Lessee shall be returned: (i) pay to Lessor In the case of Containers which are in good condition and repair, on the last day actual date of the Term with respect return to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and an approved depot designated by Lessor and (ii) In the case of Containers which are not returned in good condition and repair, on the date when all Lessee damage has been approved by the Lessee. All per diem charges due hereunder shall continue to accrue and be payable upon each Container until Lessor is satisfied that Lessee's allocation of damages are approved in full. (b) In the event that Lessor terminates this lease pursuant to Paragraph 6 below, Lessor shall in its sole discretion specify the designated depots into which the Containers are to be redelivered. (c) On the date of return of each Container, the Equipment Lessee shall ensure that each Container is accompanied by a written cleaning certificate issued by a recognised independent surveyor, guaranteeing that the Container and its fittings shall be gas free, clean from any oil, rust, dirt, moisture and particles (residue) of any previous cargo, and in the case of Containers dedicated to the carriage of food grade products, shall be fit for the carriage of cargoes intended for human consumption. For the avoidance of doubt, any corrosion, pitting, scratching, staining, etching or any other damage, in the sole opinion of the Lessor (backed by an independent source where required) of unreasonable nature on and/or in the barrel of the Container, its fitting and accessories and/or to its insulation cladding and/or damage to the framework of the Containers, shall not be deemed normal wear and tear. All Containers will be repaired in accordance with the provisions of Annex F attached to then current repair standard criteria as set forth by the SchedulesInternational Tank Container Organisation (ITCO). Thereafter, upon return of all of In the Equipment described on all Schedules executed hereunder, Lessor and event Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraphreturns any Container without said cleaning certificate, Lessor will transfer obtain an estimate of the costs involved in obtaining appropriate certification. This may involve transportation costs, to and from the cleaning station, plus the costs of the cleaning, and the certification by an independent surveyor. Authorisation to conduct these additional costs, as set forth in the estimate shall be given by Lessee or its local agent within five (5) days of receipt of the estimate. If Lessee or it’s agent fails to respond within seven (7) days, from the date the estimate was sent, Lessor has the right to proceed and xxxx Lessee with such costs as per the estimate. (d) In case any Container is returned damaged, an estimate of the amount and cost of the repairs necessary to repair the damage will be given to Lessee by Lessor or Lessors agent. Authorisation to conduct the repairs as set forth in the estimate shall be given by Lessee or its local agent within five (5) days of receipt of the estimate. If, requested within this period, by the Lessee or its local agent or nominated inspector, a further five (5) working days shall be allowed for any further inspection of the Container. If Lessee or it’s agent fails to adhere to any of the deadlines set forth herein, Lessor has the right to proceed and repair the Container and xxxx Lessee with repair costs as per the original estimate. (e) All repair invoices shall be sent to Lessee or Lessee's local agent and shall be paid by Lessee within thirty (30) days of receipt. (f) Notwithstanding anything to the purchasercontrary elsewhere in the Lease, in respect of Container or Containers for which the Lessor has agreed to provide Damage Protection Plan (‘DPP Containers') to the Lessee, such Container or Containers will be off-hired on an AS IS BASIS date of return to depot, except in the following cases:- (except i) where the nature of the damage to such DPP Containers is not covered by the Lessor's Damage Protection Plan. (ii) where damages to the DPP Containers is attributable to a product inappropriate for such DPP Containers. (iii) negligence on behalf of the Lessee. In such cases the off- hire procedure shall be as provided in the following sentence), all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters sub Paragraph (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount a) (as specified in the Scheduleii) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if anyabove.

Return. Unless (a) On the Expiration Date or earlier termination of the lease of the Aircraft under this Agreement unless an Event of Loss has occurred, Lessee will, at its expense, redeliver the Aircraft and Aircraft Documents to Lessor at the Redelivery Location or such other airport as is mutually acceptable to the parties hereto, in a condition complying with Schedule 3, free and clear of all Liens, including Permitted Liens (but excluding Lessor Liens) and in a condition qualifying for immediate certification of airworthiness by the FAA or as otherwise agreed by Lessor and Lessee. (b) Provided that (x) no Default shall have occurred and is continuing; and (y) there shall have been no material adverse change in Lessee's financial condition since the Delivery Date, Lessee shall have exercised its the option (the "C Check Option") to extend the Term for up to 2 months provided that such extension option or its purchase option pursuant to this Section, upon the expiration of the Term is required by Lessee so as to enable Lessee to perform the C Check required by paragraph 1 (e) of each ScheduleSchedule 3 at the time at which such check would otherwise fall to be performed pursuant to the Agreed Maintenance Program in the absence of the requirement contained in such section. The C Check Option shall be exercised, if at all, by Lessee delivering an irrevocable written notice (a "C Check Notice") to Lessor not later than one hundred eighty (180) days prior to the New Expiration Date (as defined below) proposed by Lessee which notice shall state whether Lessee desires to extend the Term and the proposed date of performance and completion of the aforementioned C Check. Upon the receipt by Lessor of the C Check Notice, (xx) Lessee shall return all be obliged to lease the Aircraft from Lessor until the date (but not less than allthe "New Expiration Date") of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day completion of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor aforementioned C Check in accordance with the provisions terms and conditions of Annex F attached this Agreement; and (yy) the definition of "Expiration Date" shall be deemed to have been amended so as to refer to the Schedules. ThereafterNew Expiration Date and the Aircraft shall be redelivered to Lessor on that date (or, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchaser, on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required applicable, any other date contemplated by such definition) in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection accordance with the sale, scrap, or disposition terms and conditions of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if anythis Agreement.

Return. (1) Unless Lessee shall have exercised its extension option option, or its renewal option, or its purchase option pursuant to this SectionSection 9, upon the expiration of the Term of each Schedule, Lessee shall return as to all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditionsLessee shall: Lessee shall (i) pay to Lessor the Contingent Rent; and (ii) cause the Equipment to satisfy the return conditions specified in Annex D attached to the Schedules. Lessee shall actively seek bids for the sale of the Equipment to an independent third party, and Lessor and Lessee will cause the Equipment to be sold to one or more independent third parties upon the expiration of the Term with respect to each individual Schedule (such sale to be consummated on the date of expiration of the Term with respect to such individual Schedule). The proposed sale of the Equipment shall be subject to the prior written approval of Lessor if the anticipated Net Sales Proceeds to be received as a result of such sale is less than the Lease Balance with respect to such Equipment. (2) If all of the Equipment has been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, the gross sales proceeds shall be paid to Lessor. If the net sales proceeds resulting from the sale of the Equipment pursuant to this Section 9(b) (after application of the gross sales proceeds to reimburse Lessor and the other Affected Parties for all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor or any other Affected Party in connection with such sale, and any sales or transfer taxes and charges upon sale) (the “Net Sales Proceeds”): (i) is less than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to such Equipment, then Lessee shall pay to Lessor (in the manner provided in Section 2(b)) on the last day of the Term with respect to the applicable Schedule the amount of such deficiency (provided, however, that in no event shall the aggregate amount so required to be paid by Lessee for all Schedules exceed the aggregate of the Maximum Lessee Risk Amounts for all Schedules) plus the scheduled Rent (if any) then due on such date and all other sums then due hereunder (including all Related Costs); or (ii) is more than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) plus all sales or transfer taxes and charges upon sale, plus all Related Costs, and all other reasonable and documented expenses incurred by Lessor or any other Affected Party in connection with such sale, including, without limitation, any such expenses incurred based on a notice from Lessee to Lessor that Lessee intended to return the Equipment, plus Rent (if any) then due, then Lessor shall pay to Lessee such excess. (3) If all of the Equipment has not been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, Lessee shall return the Equipment to Lessor in accordance with the provisions of Annex D attached to the applicable Schedule and Lessee shall pay to Lessor (in the manner provided in Section 2(b)) on the last day of the Term with respect to each individual Schedule, in addition Schedule the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to the scheduled Equipment, plus Rent (if any) then due on due. Lessor shall then attempt to sell the Equipment to an independent third party or parties and the gross sales proceeds with respect to such date Equipment shall be paid to Lessor (in the manner provided in Section 2(b)). That portion of the Net Sales Proceeds received by Lessor which is in excess of the amount of all Related Costs, and all other sums then due hereunderreasonable and documented expenses incurred by Lessor or any other Affected Party in connection with such sale, including, without limitation, any such expenses incurred based on a terminal rental adjustment amount equal notice from Lessee to the Fixed Purchase Price of such Equipment, and (ii) Lessor that Lessee intended to return the Equipment (the “Excess Amount”), shall be paid by Lessor to Lessee. If the amount of the Lease Balance paid by Lessee pursuant to this Section 9(b)(3), minus the Excess Amount, exceeds the Maximum Lessee Risk Amounts for all Schedules, Lessor shall additionally pay to Lessee that portion of the amount of such excess over the Maximum Lessee Risk Amounts for all Schedules as does not exceed the Maximum Lessor Risk Amounts for all Schedules. (4) Upon sale of the Equipment in accordance with the provisions of Annex F attached to the Schedules. Thereafter, upon return of all this Section 9(b) and receipt by Lessor of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraphgross sales proceeds with respect thereto, Lessor will transfer to the purchasertransfer, on an AS IS BASIS (except as provided in the following sentence)BASIS, all of Lessor's ’s interest in and to such Equipment and shall release its interest in and to the EquipmentAdditional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment from Lessee, free and clear of any liens or encumbrances created by or arising through Lessor’s Lien). At Lessee’s expense, Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if anythe Additional Collateral.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, plus the Make Whole Amount, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the Scheduleshereto. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchasertransfer, on an AS IS BASIS (except as provided in the following sentence)BASIS, all of Lessor's Lessors interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any. Lessor shall be obligated to pay to Lessee the residual risk amount regardless of the amount of net sales proceeds.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the Scheduleshereto. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchasertransfer, on an AS IS BASIS (except as provided in the following sentence)BASIS, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.. (d)

Return. Unless So long as Lessee shall not have exercised its extension option to renew the Agreement or its purchase option pursuant to this Section, Lessee shall have the option, upon the expiration of the Term of each ScheduleTerm, Lessee shall to return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the SchedulesSection X hereof. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this ParagraphParagraph (c), Lessor will transfer to the purchasertransfer, on an AS IS, WHERE IS BASIS (except as provided in the following sentence)BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances Liens created by or arising through Lessor). Lessor Lessor, at Lessee's expense, shall execute and deliver to Lessee such Uniform Commercial Code statements of termination and any other documents as reasonably may be required requested by Lessee in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the sales proceeds with respect to the Equipment sold will be paid tocontemplated by this Section XVIII(c), and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the ScheduleEquipment Schedule or Equipment Schedules, as the case may be) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.as described

Return. Unless Lessee shall have exercised its extension option to renew this Lease or its purchase option pursuant to this Section, upon the expiration of the Term term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on all Schedules of a particular Series executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term term with respect to each individual ScheduleSchedule of that Series, in addition to the scheduled Rent rent then due on such date (if any) and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to Section 13 of the SchedulesLease. Thereafter, upon return of all of the Equipment described on all Schedules of that Series executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition sale of the such Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer to the purchasertransfer, on an AS IS BASIS (except as provided in the following sentence)BASIS, all of Lessor's interest in and to the such Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition sale of the such Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the such Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition sale of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the such Equipment and applicable taxes, if any.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Sectionthe option, upon the expiration of the Term of each Schedule, Lessee shall to return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the SchedulesSection X hereof. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this ParagraphParagraph (b), Lessor will transfer to the purchasertransfer, on an AS IS BASIS (except as provided in the following sentence)BASIS, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment Equipment, free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code statements Statements of termination Termination and other documents and instruments as reasonably may be required in order to convey or terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor. Lessor shall promptly thereafter pay to Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.