Common use of Return Clause in Contracts

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such 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 applicable Schedule. Thereafter, upon return of all of the Equipment described on such 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, on an AS IS 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 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 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 Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Scheduleall 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 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 applicable ScheduleSchedules. Thereafter, upon return of all of the Equipment described on such Scheduleall 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 transfertransfer to the purchaser, on an AS IS BASISBASIS (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 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 Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9, 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 such Schedule, 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, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the such Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSection X hereof. Thereafter, upon return of all of the Equipment described on such Schedule, 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 transfertransfer to the buyer, on an AS IS, WHERE IS 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 under Lessor). Lessor shall execute and deliver to Lessee Lessees such Uniform Commercial Code Statements of Termination 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 the Equipment such 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 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 9Section, 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 such an 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, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, 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 applicable ScheduleRenewal 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 such the 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, transfer to the purchaser(s) on an AS IS BASIS, BASIS 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 under 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 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 net 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 Item of the Equipment); (2) Lessor shall pay from the escrow account all reasonable actual out-of-pocket costs, expenses and fees of the Servicing Agent, including storage, reasonable and necessary maintenance and other re-marketing fees incurred in connection with the sale, scrap, or disposition of such Item of the Equipment; and (3) any excess sales proceeds then remaining shall be held in escrow by Lessor and deposited in an interest-bearing account, invested in Permitted Investments. Promptly after the sale, scrap or other disposition of all of the Equipment described on the applicable Schedule and receipt by Lessor in good collected funds of the sales proceeds with respect thereto, Lessor shall pay to Lessee an amount equal to all of that portion of the net proceeds, if any, of such sale, scrap or other disposition in excess of the Renewal Term Residual Risk Amount of the Equipment already paid to Lessee up to the Renewal Term Fixed Purchase Price of the applicable Equipment, plus fifty (50) percent of all net proceeds, if any, of such sale sale, scrap or other disposition in excess of the Residual Risk Amount Renewal Term Fixed Purchase Price of all of the Equipment applicable Equipment, and applicable taxes, if any.Lessor will also pay to Lessee interest earned on the amount held in escrow attributable to that portion of the escrowed amount distributed to Lessee. (c)

Return. Unless Lessee Upon expiration or early termination of this Facility Lease with respect to any Unit Interest (other than a termination pursuant to Section 10 or, if the Unit Interest is being transferred to the Facility Lessee, Section 13), the Facility Lessee, at its own expense, shall return such Unit Interest (together with the undivided interest in all Modifications to such Unit and the allocable portion of the undivided interest in all Modifications to the Related Common Facilities, that, in either case, shall have exercised its extension option or its purchase option vested in the Owner Lessor pursuant to this the first sentence of Section 9, upon 8.3) to the expiration Owner Lessor or any permitted transferee or assignee of the Term of each Schedule, Lessee shall return all (but not less than all) Owner Lessor by surrendering such Unit Interest into the possession of the Equipment described Owner Lessor or such transferee or assignee at the location of such Unit on the Related Site. In connection with such Schedulereturn, to Lessor upon the following terms and conditions: Facility Lessee shall (ia) pay assign, to Lessor on the last day extent permitted by Applicable Law, a corresponding undivided interest in, and shall cooperate with all reasonable requests of the Term with respect Owner Participant, the Owner Lessor or a permitted transferee or assignee of either of such parties for purposes of obtaining, or enabling the Owner Participant, the Owner Lessor or such transferees or assignees to each individual Scheduleobtain, in addition to the scheduled Rent then due on such date any and all other sums then due hereunderlicenses, a terminal rental adjustment amount equal to the Fixed Purchase Price permits, approvals and consents 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 applicable Schedule. Thereafter, upon return of all of the Equipment described on such Schedule, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap any Governmental Entities or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor Persons that are or will transfer, on an AS IS BASIS, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation be obtained by the Owner Participant, the Owner Lessor 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 transferee or encumbrances created by 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 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 assignee in connection with the saleuse, scrap, operation or disposition maintenance of such EquipmentUnit and the Related Common Facilities on or after such return in compliance with the Project Agreements and Applicable Law; and (b) plus provide the Owner Lessor or a permitted transferee or assignee of Owner Lessor copies of all net proceedsdocuments, if anyinstruments, plans, maps, specifications, manuals, drawings and other documentary materials relating to the installation, maintenance, operation, construction, design, modification and repair of such sale Unit and the Related Common Facilities, as shall be in excess the Facility Lessee's possession and shall be reasonably appropriate or necessary for the continued operation of such Unit. Upon such return, the right to use such Unit Interest granted hereunder for the benefit of the Residual Risk Amount Facility Lessee shall cease and terminate and, in the case of the Equipment and applicable taxesreturn of either the Unit 1 Interest or the Unit 2 Interest, if anysuch Unit Interest shall no longer be deemed to be a part of the Undivided Interest.

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 Section 9the 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 such 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, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, 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 applicable ScheduleSection XI hereof. Thereafter, upon return of all of the Equipment described on such Schedule, 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, on an AS IS 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 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 Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Scheduleall 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 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 applicable Schedulehereto. Thereafter, upon return of all of the Equipment described on such Scheduleall 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, on an AS IS 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 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 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 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 9, 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 such Scheduleunless, to but for the fact that Lessor upon has not removed 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 Lessee would be able to shut down either JV1 or the Break Amount, whichever is applicable, if anyJV2 and would 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 applicable Schedulecondition 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 such Schedulesubject 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, on an AS IS BASIS, all of Lessor's interest in and accordance with Section 15.4 prorated to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of date such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received is returned or purchased under Section 15.2, or, in the Equipment free and clear case of any liens or encumbrances created by Lessor). Lessor shall execute and deliver a partial failure to Lessee such Uniform Commercial Code Statements return Equipment, a pro rata portion thereof based upon the percentage 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 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 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 So long as Lessee shall not have exercised its extension option or its option to renew this Agreement or its purchase option pursuant to this Section 9, and provided that Lessee has given Lessor not less than twenty-four (24) months' irrevocable advance written notice of Lessee's intent to return the Lease Assets, (the date of such notice being hereinafter called the "Notice Date"), then upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment Lease Assets described on such ScheduleSchedules, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the 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 (as hereinafter defined) of such EquipmentLease Assets, plus the Make Whole Amount or the Break Amount, whichever is applicable(as hereinafter defined), if anyany (provided, however, that Lessee shall not be required to pay a Make-Whole Amount in connection with the return of Equipment at the end of the Series A Maximum Lease Term, and (ii) return the Equipment or Leasehold Improvements to Lessor in accordance with Section X (including subsection (b) of Section X) hereof, (iii) assign the provisions of Annex F attached Ground Leases to the Lessor or its assignee, and (iv) from the Notice Date through the earlier of (A) the date which is thirty days after the date the Lease Assets are sold or leased to a third party, or (B) the expiration of the Maximum Lease Term in the case of Leasehold Improvements, or the expiration of any the Maximum Lease Term and any available Extension Term in the case of Equipment, Lessee shall (1) continue to comply with all of the terms and conditions of this Agreement and the applicable ScheduleSchedules, including, but not limited to the obligation to pay Rent, and (2) make the Lease Assets available to Lessor in such a manner as to allow Lessor to market and demonstrate the Lease Assets to potential purchasers or lessees from Lessee's premises at no cost to Lessor; provided, however, that subject to Lessor's right to market and demonstrate the Lease Assets to potential purchasers or lessees from time to time, Lessee may continue to use the Lease Assets. Thereafter, upon return of all of the Equipment or Leasehold Improvements described on such Schedulea Specific Series of Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the EquipmentEquipment , Leasehold Improvements and, the assignment of the Lessee's rights under the Ground Lease (and Lessee shall be responsible for all costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with such sale, scrap or disposition of the Equipment or Leasehold Improvements, and interests under the Ground Lease). Upon satisfaction of the conditions specified in this ParagraphParagraph (c), Lessor will transfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to such Equipment and Leasehold Improvements and the Equipmentrelated Collateral Assignment of Lease. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of such Equipment or Leasehold Improvements 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 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 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.that

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 Section 9later 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 such Schedule, 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 Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if anyreplaced 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 applicable Schedule. Thereafter, upon return of all of the Equipment described on such 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, on an AS IS 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 actual hours/cycles operated by 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 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 anyLessee.

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 9Section, 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 such Scheduleall 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, 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 applicable ScheduleSection X hereof. Thereafter, upon return of all of the Equipment described on such Scheduleall 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, on an AS IS, WHERE IS 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 Lessor). Lessor Lessor, at Lessee's expense, shall execute and deliver to Lessee such Uniform Commercial Code Statements statements of Termination 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 net 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 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 9Section, 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 such an 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, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, 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 applicable ScheduleBasic 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 such the 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 transfertransfer to the purchaser(s), on an AS IS BASIS, BASIS 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 under 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 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 net 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 Item of the Equipment); (2) plus Lessor shall pay from the escrow account all reasonable actual out-of-pocket costs, expenses and fees of the Servicing Agent, including storage, reasonable and necessary maintenance and other re-marketing fees incurred in connection with the sale, scrap, or disposition of such Item of the Equipment; and (3) any excess sales proceeds then remaining shall be held in escrow by Lessor and deposited in an interest-bearing account, invested in Permitted Investments. Promptly after the sale, scrap or other disposition of all of the Equipment described on the applicable Schedule and receipt by Lessor in good collected funds of the sales proceeds with respect thereto, Lessor shall pay to Lessee an amount equal to all net proceeds, if any, of such sale sale, scrap or other disposition in excess of the Basic Term Residual Risk Amount of the Equipment already paid to Lessee, and applicable taxesLessor will also pay to Lessee all interest earned on the amount held in escrow. As used herein, "Permitted Investments" shall mean the following securities which shall mature within thirty (30) days of the date of purchase: (i) direct obligations of the United States of America; or (ii) obligations fully guaranteed by the United States of America; or (iii) certificates of deposit issued by, or bankers' acceptances of, or time deposits or a deposit account with, any bank, trust company or national banking association incorporated or doing business under the laws of the United States of America or one of its States, having a combined capital and surplus not less than $100,000,000 and having a rating of "B" or better from the Xxxxx Bank Watch Service; or (iv) commercial paper rated A-1/P-1 by Standard & Poor's Corporation and Xxxxx'x Investors Service, Inc., respectively (or if any.neither such organization shall rate such commercial paper at any time, by any nationally recognized rating organization in the United States of America) equal to the highest rating assigned by such rating organization. (c)

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9the 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 such Scheduleall 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, 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 applicable ScheduleSection X hereof. Thereafter, upon return of all of the Equipment described on such Scheduleall 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, on an AS IS 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 Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code Statements of 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.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Scheduleall 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 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 applicable Schedulehereto. Thereafter, upon return of all of the Equipment described on such 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, on an AS IS 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 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 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 If Lessee shall not have exercised its extension purchase option or its purchase ------- renewal option pursuant to this Section 9Section, 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 such Schedule, all Equipment Schedules executed 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 Equipment, plus Equipment (as specified on the Make Whole Amount or the Break Amount, whichever is applicable, if anyEquipment Schedule), and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSection 13 hereof. Thereafter, upon return of all of the Equipment described on such Scheduleall 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, on an AS IS, WHERE IS 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 under 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 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 shall not have exercised its extension option or its purchase ------ option pursuant to this Section 9Section, 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 such Scheduleall 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, 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 applicable ScheduleSection X hereof. Thereafter, upon return of all of the Equipment described on such Scheduleall 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, on an AS IS, WHERE IS 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 under 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 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 Lessee shall have exercised its extension option to renew this Lease or its purchase option pursuant to this Section 9Section, upon the expiration of the Term term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Scheduleall 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, 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 Section 13 of the applicable ScheduleLease. Thereafter, upon return of all of the Equipment described on such Scheduleall 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, on an AS IS 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 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 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 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.