Common use of Sale of Aircraft Clause in Contracts

Sale of Aircraft. Lessee, as agent for Lessor, shall, from the date of such notice of termination until no more than 30 days' prior to the proposed Termination Date specified by Lessee, use its reasonable best efforts to obtain bids (in the worldwide market) for the cash purchase of the Aircraft and Lessor may, if it desires to do so, seek to obtain such bids and may itself bid to retain the Aircraft. In the event Lessee receives any bid, Lessee shall within 30 days of receiving such bid (and in any event no later than 30 days prior to the proposed Termination Date), certify to Lessor in writing the amount and terms of such bid, and the name and address of the Person submitting such bid (who shall not be Lessee, an Affiliate of Lessee or a Person who shall be a party to any arrangement for the further use of the Aircraft by Lessee or any of its Affiliates (in each case a "Prohibited Person")). In the event Lessor receives any bid, Lessor shall, at least five Business Days prior to the proposed Termination Date, certify to Lessee in writing the amount and terms of such bid and the name and address of the Person submitting such bid. Subject to Section 9.3, on the Termination Date, (a) Lessee shall deliver the Airframe SALE AND LEASE AGREEMENT [N397SW] -33- 40 and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of any brokerage commissions) prior to such date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and in full compliance with the terms thereof, and shall duly transfer to Lessor under a full warranty (as to title) bill xx sale title to any such engines not owned by Lessor, all in accordance with the terms of Section 5, and (b) unless Lessor is the successful bidder, Lessor shall simultaneously therewith Transfer the Airframe and Engines or engines to such bidder for cash paid to Lessor in the manner and in funds of the type specified in Section 3.6, provided that no purchaser shall be a Prohibited Person without the Owner Participant's written consent. The total sales price realized at such sale shall be paid to and retained by Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise shall be paid to and retained by Lessor and, in addition, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise to Lessor the sum of (i) the excess, if any, of (A) the Termination Value for the Aircraft, computed as of such Termination Date, over (B) the sales price of the Airframe and Engines or engines sold (or if the winning bidder is Lessor, the amount of such bid) after deducting the reasonable fees and expenses incurred by Lessor, Indenture Trustee and the Participants, if any, in connection with such termination and sale, (ii) all unpaid Basic Rent due on or prior to the TV Determination Date with reference to which the Termination Value is computed (it being understood and agreed that Lessee shall not be required to pay the portion, if any, of such Basic Rent designated in Exhibit C hereto as payable in advance on such TV Determination Date, unless attributable to accrued interest on the Certificates), and (iii) (without duplication) all other amounts (including, without limitation, Break Amount, if any, or Premium, if any) owing by Lessee under this Lease or under any other Operative Agreement. Upon such payment, Lessor will comply with Section 10.01 of the Trust Indenture and, upon Indenture Trustee's release of such Engines from the Lien of the Trust Indenture Estate, Transfer to Lessee any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith. If no sale shall have occurred on or as of the Termination Date specified in such notice of termination, this Lease shall continue in full force and effect, no Lease Event of Default shall be deemed to have occurred, Lessee shall pay the reasonable expenses incurred by Lessee, Lessor, each Participant and Indenture Trustee in connection with the proposed sale, and Lessee shall have the right at any time to submit another notice of termination pursuant to, and subject to the terms of, Section 9.1. In the event of any such sale and receipt by Lessor or Indenture Trustee, as appropriate, of such sale price and other amounts as provided herein, and upon compliance by Lessee with the provisions of this Section 9.2, the obligation of Lessee to pay Basic Rent due after the TV Determination Date with reference to which the Termination Value is computed shall cease and the Base Lease Term shall end effective as of the date of such sale. Lessor shall be under no duty to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to Transfer to the purchaser named in the highest bid as referred to above the Airframe and Engines or engines against receipt of the payments provided for herein.

Sale of Aircraft. LesseeIf Lessee has given notice to Lessor as provided in Section 9(a) and Lessor has elected or is deemed to have elected to sell the Aircraft pursuant to Section 9(a), Lessee will act as an exclusive agent for Lessor, shall, from the date of such notice of termination until no more than 30 days' prior to the proposed Termination Date specified by Lessee, use its reasonable best efforts Lessor to obtain bids (in the worldwide market) for the cash purchase on or prior to the Termination Date of the Aircraft and Lessor may, if it desires to do so, seek Aircraft. Lessee shall use its reasonable efforts to obtain such bids and may itself bid no later than ten Business Days prior to retain the Aircraft. In the event Lessee receives any bidTermination Date, Lessee shall within 30 days of receiving such bid (and in any event no later than 30 days prior to the proposed Termination Date), certify to Lessor in writing the amount and terms of such bid, each cash bid received by Lessee and the name and the address of the Person submitting each such bid (who shall not be Lessee, an bid. Neither the Lessee nor any Affiliate of Lessee or may submit a Person who shall be a party to any arrangement bid for the further use Aircraft, directly or indirectly, in connection with such proposed sale. On the Termination Date (or such other date of sale as may be agreed to by Lessor, the Loan Trustee and Lessee, which shall thereafter be deemed the Termination Date), (x) Lessee shall, subject to receipt (i) by Lessor (or, so long as the Indenture shall not have been discharged, the Loan Trustee) of the Aircraft by Lessee or any of its Affiliates (in each case a "Prohibited Person")). In the event full purchase price thereof and all amounts owing to Lessor receives any bid, Lessor shall, at least five Business Days prior pursuant to the proposed Termination Datenext sentence, certify and (ii) by the Persons entitled thereto of all unpaid Supplemental Rent (including Make-Whole Amount, if any, payable pursuant to Lessee in writing the amount and terms of such bid and the name and address Section 2.07(b) of the Person submitting such bid. Subject to Section 9.3, Indenture) due on or before the Termination Date, (a) Lessee shall deliver the Airframe SALE AND LEASE AGREEMENT [N397SW] -33- 40 and Engines or engines constituting part of the Aircraft at a location selected by Lessee to the bidder, if any, which Person who shall have submitted the highest cash bid (net of any brokerage commissions) prior broker's or finder's fees (or such other purchaser acceptable to such dateLessor and Lessee), in the same manner as if delivery were made to Lessor at the end of the Term pursuant to Section 5 and in full compliance with the terms thereof5, and shall duly transfer to Lessor under a full warranty (as to title) bill xx sale title to any such engines installed on the Airframe but not owned by Lessor, all in accordance with the terms of Section 5, and (by) unless Lessor is the successful bidder, Lessor shall simultaneously therewith Transfer sell, without recourse or warranty (except as to Lessor's Liens), for cash all of Lessor's right, title and interest in and to the Airframe and Engines or engines Aircraft to such highest net cash bidder for cash paid (or other purchaser). The total selling price realized at such sale shall be retained by Lessor (or, so long as the Indenture shall not have been discharged, distributed by the Loan Trustee pursuant to the terms of the Indenture) and, in addition, on the Termination Date, Lessee shall pay to Lessor or, in the manner and case of Supplemental Rent, to the Persons entitled thereto, in funds of the type specified in Section 3.63(d), provided that no purchaser shall be a Prohibited Person without the Owner Participant's written consent. The total sales price realized at such sale shall be paid an amount equal to and retained by Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise shall be paid to and retained by Lessor and, in addition, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise to Lessor the sum of (i1) the excess, if any, of (A) the Termination Value for the Aircraft, computed Aircraft as of such the Termination Date, over (B) the sales price proceeds of the Airframe and Engines or engines sold (or if sale of the winning bidder is Lessor, the amount of such bid) Aircraft after deducting the reasonable fees and out-of-pocket expenses incurred by Lessor, Indenture Trustee Lessor and the ParticipantsOwner Participant, if any, in connection with such termination and sale, plus (ii2) all unpaid Basic Supplemental Rent due on or prior to the TV Determination Date with reference to which the Termination Value is computed (it being understood and agreed that Lessee shall not be required to pay the portion, if any, of such Basic Rent designated in Exhibit C hereto as payable in advance on such TV Determination Date, unless attributable to accrued interest on the Certificates), and (iii) (without duplication) all other amounts (including, without limitation, Break Make-Whole Amount, if any, payable in connection with a redemption of any Notes resulting from a termination under Section 9(a)) other than Termination Value, due and owing on the Termination Date, plus (3) such amounts of Basic Rent as may be payable pursuant to Schedule B hereto. If on or Premium, if any) owing by Lessee under this Lease or under any other Operative Agreement. Upon such payment, Lessor will comply with Section 10.01 of prior to the Trust Indenture and, upon Indenture Trustee's release of such Engines from the Lien of the Trust Indenture Estate, Transfer to Lessee any Engines constituting part scheduled Termination Date no sale of the Aircraft but which were not then installed on the Airframe and sold therewith. If no sale shall have occurred on or and if Lessor shall not have elected to retain the Aircraft in accordance with Section 9(a), Lessee's termination notice given pursuant to Section 9(a) shall be deemed to be withdrawn as of the such scheduled Termination Date specified in such notice of terminationDate, this Lease shall continue in full force and effect, no Lease Event of Default shall be deemed to have occurred, effect and Lessee shall pay the reasonable reasonable, out of pocket expenses incurred by Lessee, Lessor, each the Owner Participant and Indenture the Loan Trustee in connection with the proposed sale, and Lessee shall have the right at any time to submit another notice of termination pursuant to, and subject to the terms of, Section 9.1. In the event of any such sale and receipt by Lessor or Indenture Trustee, as appropriate, of such sale price and other amounts as provided herein, and upon compliance by Lessee with the provisions of this Section 9.2, the obligation of Lessee to pay Basic Rent due after the TV Determination Date with reference to which the Termination Value is computed shall cease and the Base Lease Term shall end effective as of the date of such sale. Lessor shall be under no duty to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to Transfer to the purchaser named in the highest bid as referred to above the Airframe and Engines or engines against receipt of the payments provided for herein.AA-EETC 2001 Lease

Sale of Aircraft. Lessee, as agent for Lessor, shall, from the date of such notice of termination until no more than 30 days' prior to the proposed Termination Date specified by Lessee, use its reasonable best efforts to obtain bids (in the worldwide market) for the cash purchase of the Aircraft and Lessor may, if it desires to do so, seek to obtain such bids and may itself bid to retain the Aircraft. In the event Lessee receives any bid, Lessee shall within 30 days of receiving such bid (and in any event no later than at least 30 days prior to the proposed Termination Date), certify to Lessor in writing the amount and terms of such bid, and the name and address of the Person submitting such bid (who shall not be Lessee, an Affiliate of Lessee or a Person who shall be a party to any arrangement for the further use of the Aircraft by Lessee or any of its Affiliates (in each case a "Prohibited Person")Affiliates). In the event Lessor receives any bid, Lessor shall, at least five Business Days prior to the proposed Termination Date, certify to Lessee in writing the amount and terms of such bid and the name and address of the Person submitting such bid. Subject to Section 9.3, on the Termination Date, (a) Lessee shall deliver the Airframe SALE AND LEASE AGREEMENT [N397SW] -33- 40 and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of any brokerage commissions) prior to such date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and in full compliance with the terms thereof, and shall duly transfer to Lessor under a full warranty (as to title) bill xx sale title to any such engines not owned by Lessor, all in accordance with the terms of Section 5, and (b) unless Lessor is the successful bidder, Lessor shall simultaneously therewith Transfer the Airframe and Engines or engines to such bidder for cash paid to Lessor in the manner and in funds of the type specified in Section 3.6, provided that no purchaser shall be a Prohibited Person without the Owner Participant's written consent. The total sales price realized at such sale shall be paid to and retained by Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise shall be paid to and retained by Lessor and, in addition, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise to Lessor the sum of (i) the excess, if any, of (A) the Termination Value for the Aircraft, computed as of such Termination Date, over (B) the sales price of the Airframe and Engines or engines sold (or if the winning bidder is Lessor, the amount of such bid) after deducting the reasonable fees and expenses incurred by Lessor, Indenture Trustee and the Participants, if any, in connection with such termination and sale, (ii) all unpaid Basic Rent due on or prior to the TV Determination Date with reference to which the Termination Value is computed (it being understood and agreed that Lessee shall not be required to pay the portion, if any, of such Basic Rent designated in Exhibit C hereto as payable in advance on such TV Determination Date, unless attributable to accrued interest on the Certificates), and (iii) (without duplication) all other amounts (including, without limitation, Break Amount, if any, or Premium, if any) owing by Lessee under this Lease or under any other Operative Agreement. Upon such payment, Lessor will comply with Section 10.01 of the Trust Indenture and, upon Indenture Trustee's release of such Engines from the Lien of the Trust Indenture Estate, Transfer to Lessee any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith. If no sale shall have occurred on or as of the Termination Date specified in such notice of termination, this Lease shall continue in full force and effect, no Lease Event of Default shall be deemed to have occurred, Lessee shall pay the reasonable expenses incurred by Lessee, Lessor, each Participant and Indenture Trustee in connection with the proposed sale, and Lessee shall have the right at any time to submit another notice of termination pursuant to, and subject to the terms of, Section 9.1. In the event of any such sale and receipt by Lessor or Indenture Trustee, as appropriate, of such sale price and other amounts as provided herein, and upon compliance by Lessee with the provisions of this Section 9.2, the obligation of Lessee to pay Basic Rent due after the TV Determination Date with reference to which the Termination Value is computed shall cease and the Base Lease Term shall end effective as of the date of such sale. Lessor shall be under no duty to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to Transfer to the purchaser named in the highest bid as referred to above the Airframe and Engines or engines against receipt of the payments provided for herein.paid

Sale of Aircraft. Lessee, as agent for Lessor, shall, from the date of such notice of termination until no more than 30 days' prior to the proposed Termination Date specified by Lessee, use its reasonable best efforts to obtain bids (in the worldwide market) for the cash purchase of the Aircraft and Lessor may, if it desires to do so, seek to obtain such bids and may itself bid to retain the Aircraft. In the event Lessee receives any bid, Lessee shall within 30 days of receiving such bid (and in any event no later than 30 days prior to the proposed Termination Date), certify to Lessor in writing the amount and terms of such bid, and the name and address of the Person submitting such bid (who shall not be Lessee, an Affiliate of Lessee or a Person who shall be a party to any arrangement for the further use of the Aircraft by Lessee or any of its Affiliates (in each case a "Prohibited Person")). In the event Lessor receives any bid, Lessor shall, at least five Business Days prior to the proposed Termination Date, certify to Lessee in writing the amount and terms of such bid and the name and address of the Person submitting such bid. Subject to Section 9.3, on the Termination Date, (a) Lessee shall deliver the Airframe SALE AND LEASE AGREEMENT [N397SWN396SW] -33- 40 and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of any brokerage commissions) prior to such date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and in full compliance with the terms thereof, and shall duly transfer to Lessor under a full warranty (as to title) bill xx sale title to any such engines not owned by Lessor, all in accordance with the terms of Section 5, and (b) unless Lessor is the successful bidder, Lessor shall simultaneously therewith Transfer the Airframe and Engines or engines to such bidder for cash paid to Lessor in the manner and in funds of the type specified in Section 3.6, provided that no purchaser shall be a Prohibited Person without the Owner Participant's written consent. The total sales price realized at such sale shall be paid to and retained by Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise shall be paid to and retained by Lessor and, in addition, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise to Lessor the sum of (i) the excess, if any, of (A) the Termination Value for the Aircraft, computed as of such Termination Date, over (B) the sales price of the Airframe and Engines or engines sold (or if the winning bidder is Lessor, the amount of such bid) after deducting the reasonable fees and expenses incurred by Lessor, Indenture Trustee and the Participants, if any, in connection with such termination and sale, (ii) all unpaid Basic Rent due on or prior to the TV Determination Date with reference to which the Termination Value is computed (it being understood and agreed that Lessee shall not be required to pay the portion, if any, of such Basic Rent designated in Exhibit C hereto as payable in advance on such TV Determination Date, unless attributable to accrued interest on the Certificates), and (iii) (without duplication) all other amounts (including, without limitation, Break Amount, if any, or Premium, if any) owing by Lessee under this Lease or under any other Operative Agreement. Upon such payment, Lessor will comply with Section 10.01 of the Trust Indenture and, upon Indenture Trustee's release of such Engines from the Lien of the Trust Indenture Estate, Transfer to Lessee any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith. If no sale shall have occurred on or as of the Termination Date specified in such notice of termination, this Lease shall continue in full force and effect, no Lease Event of Default shall be deemed to have occurred, Lessee shall pay the reasonable expenses incurred by Lessee, Lessor, each Participant and Indenture Trustee in connection with the proposed sale, and Lessee shall have the right at any time to submit another notice of termination pursuant to, and subject to the terms of, Section 9.1. In the event of any such sale and receipt by Lessor or Indenture Trustee, as appropriate, of such sale price and other amounts as provided herein, and upon compliance by Lessee with the provisions of this Section 9.2, the obligation of Lessee to pay Basic Rent due after the TV Determination Date with reference to which the Termination Value is computed shall cease and the Base Lease Term shall end effective as of the date of such sale. Lessor shall be under no duty to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to Transfer to the purchaser named in the highest bid as referred to above the Airframe and Engines or engines against receipt of the payments provided for herein.

Sale of Aircraft. Lessee, as agent for Lessor, shall, from the date of such notice of termination until no more than 30 days' prior to the proposed Termination Date specified by Lessee, use its reasonable best efforts to obtain bids (in the worldwide market) for the cash purchase of the Aircraft and Lessor may, if it desires to do so, seek to obtain such bids and may itself bid to retain the Aircraft. In the event Lessee receives any bid, Lessee shall within 30 days of receiving such bid (and in any event no later than at least 30 days prior to the proposed Termination Date), certify to Lessor in writing the amount and terms of such bid, and the name and address of the Person submitting such bid (who shall not be Lessee, an Affiliate of Lessee or a Person who shall be a party to any arrangement for the further use of the Aircraft by Lessee or any of its Affiliates (in each case a "Prohibited Person")Affiliates). In the event Lessor receives any bid, Lessor shall, at least five Business Days prior to the proposed Termination Date, certify to Lessee in writing the amount and terms of such bid and the name and address of the Person submitting such bid. Subject to Section 9.3, on the Termination Date, (a) Lessee shall deliver the Airframe SALE AND LEASE AGREEMENT [N397SW] -33- 40 and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of any brokerage commissions) prior to such date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and in full compliance with the terms thereof, and shall duly transfer to Lessor under a full warranty (as to title) bill xx sale title to any such engines not owned by Lessor, all in accordance with the terms of Section 5, and (b) unless Lessor is the successful bidder, Lessor shall simultaneously therewith Transfer the Airframe and Engines or engines to such bidder for cash paid to Lessor in the manner and in funds of the type specified in Section 3.6, provided that no purchaser shall be a Prohibited Person without the Owner Participant's written consent. The total sales price realized at such sale shall be paid to and retained by Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise shall be paid to and retained by Lessor and, in addition, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise to Lessor the sum of (i) the excess, if any, of (A) the Termination Value for the Aircraft, computed as of such Termination Date, over (B) the sales price of the Airframe and Engines or engines sold (or if the winning bidder is Lessor, the amount of such bid) after deducting the reasonable fees and expenses incurred by Lessor, Indenture Trustee and the Participants, if any, in connection with such termination and sale, (ii) all unpaid Interim Rent or Basic Rent due on or prior to the TV Determination Date with reference to which the Termination Value is computed (it being understood and agreed that Lessee shall not be required to pay the portion, if any, of such Interim Rent or Basic Rent designated in Exhibit C hereto as payable in advance on such TV Determination Date, unless attributable to accrued interest on the Certificates), and (iii) (without duplication) all other amounts (including, without limitation, Break Amount, if any, or Premium, if any) owing by Lessee under this Lease or under any other Operative Agreement. Upon such payment, Lessor will comply with SALE AND LEASE AGREEMENT [N603SW] -32- 39 Section 10.01 of the Trust Indenture and, upon Indenture Trustee's release of such Engines from the Lien of the Trust Indenture Estate, Transfer to Lessee any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith. If no sale shall have occurred on or as of the Termination Date specified in such notice of termination, this Lease shall continue in full force and effect, no Lease Event of Default shall be deemed to have occurred, Lessee shall pay the reasonable expenses incurred by Lessee, Lessor, each Participant and Indenture Trustee in connection with the proposed sale, and Lessee shall have the right at any time to submit another notice of termination pursuant to, and subject to the terms of, Section 9.1. In the event of any such sale and receipt by Lessor or Indenture Trustee, as appropriate, of such sale price and other amounts as provided herein, and upon compliance by Lessee with the provisions of this Section 9.2, the obligation of Lessee to pay Interim Rent or Basic Rent due after the TV Determination Date with reference to which the Termination Value is computed shall cease and the Base Lease Term shall end effective as of the date of such sale. Lessor shall be under no duty to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to Transfer to the purchaser named in the highest bid as referred to above the Airframe and Engines or engines against receipt of the payments provided for herein.

Sale of Aircraft. Lessee, as agent for Lessor, shall, from the date of such notice of termination until no more than 30 days' prior to the proposed Termination Date specified by Lessee, use its reasonable best efforts to obtain bids (in the worldwide market) for the cash purchase of the Aircraft and Lessor may, if it desires to do so, seek to obtain such bids and may itself bid to retain the Aircraft. In the event Lessee receives any bid, Lessee shall within 30 days of receiving such bid (and in any event no later than at least 30 days prior to the proposed SALE AND LEASE AGREEMENT [N604SW] -32- 39 Termination Date), certify to Lessor in writing the amount and terms of such bid, and the name and address of the Person submitting such bid (who shall not be Lessee, an Affiliate of Lessee or a Person who shall be a party to any arrangement for the further use of the Aircraft by Lessee or any of its Affiliates (in each case a "Prohibited Person")Affiliates). In the event Lessor receives any bid, Lessor shall, at least five Business Days prior to the proposed Termination Date, certify to Lessee in writing the amount and terms of such bid and the name and address of the Person submitting such bid. Subject to Section 9.3, on the Termination Date, (a) Lessee shall deliver the Airframe SALE AND LEASE AGREEMENT [N397SW] -33- 40 and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of any brokerage commissions) prior to such date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and in full compliance with the terms thereof, and shall duly transfer to Lessor under a full warranty (as to title) bill xx sale title to any such engines not owned by Lessor, all in accordance with the terms of Section 5, and (b) unless Lessor is the successful bidder, Lessor shall simultaneously therewith Transfer the Airframe and Engines or engines to such bidder for cash paid to Lessor in the manner and in funds of the type specified in Section 3.6, provided that no purchaser shall be a Prohibited Person without the Owner Participant's written consent. The total sales price realized at such sale shall be paid to and retained by Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise shall be paid to and retained by Lessor and, in addition, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise to Lessor the sum of (i) the excess, if any, of (A) the Termination Value for the Aircraft, computed as of such Termination Date, over (B) the sales price of the Airframe and Engines or engines sold (or if the winning bidder is Lessor, the amount of such bid) after deducting the reasonable fees and expenses incurred by Lessor, Indenture Trustee and the Participants, if any, in connection with such termination and sale, (ii) all unpaid Interim Rent and Basic Rent due on or prior to the TV Determination Date with reference to which the Termination Value is computed (it being understood and agreed that Lessee shall not be required to pay the portion, if any, of such Interim Rent or Basic Rent designated in Exhibit C hereto as payable in advance on such TV Determination Date, unless attributable to accrued interest on the Certificates), and (iii) (without duplication) all other amounts (including, without limitation, Supplemental Rent in respect of Break Amount, if any, or Premium, if any) owing by Lessee under this Lease or under any other Operative Agreement. Upon such payment, Lessor will comply with Section 10.01 of the Trust Indenture and, upon Indenture Trustee's release of such Engines from the Lien of the Trust Indenture Estate, Transfer to Lessee any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith. If no sale shall have occurred on or as of the Termination Date specified in such notice of termination, this Lease shall continue in full force and effect, no Lease Event of Default shall be deemed to have occurred, Lessee shall pay the reasonable expenses incurred by Lessee, Lessor, each Participant and Indenture Trustee in connection with the proposed sale, and Lessee shall have the right at any time to submit another notice of termination pursuant to, and subject to the terms of, Section 9.1. In the event of any such sale and receipt by Lessor or Indenture Trustee, as appropriate, of such sale price and other amounts as provided herein, and upon compliance by Lessee with the provisions of this Section 9.2, the obligation of Lessee to pay Interim Rent or Basic Rent due after the TV Determination Date with reference to which the Termination Value is computed shall cease and the Base Lease Term shall end effective as of the date of such sale. Lessor shall be under no duty to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale SALE AND LEASE AGREEMENT [N604SW] -33- 40 other than to Transfer to the purchaser named in the highest bid as referred to above the Airframe and Engines or engines against receipt of the payments provided for herein.

Sale of Aircraft. Lessee, as agent for Lessor, shall, from the date of such notice of termination until no more than 30 days' prior to the proposed Termination Date specified by Lessee, use its reasonable best efforts to obtain bids (in the worldwide market) for the cash purchase of the Aircraft and Lessor may, if it desires to do so, seek to obtain such bids and may itself bid to retain the Aircraft. In the event Lessee receives any bid, Lessee shall within 30 days of receiving such bid (and in any event no later than at least 30 days prior to the proposed Termination Date), certify to Lessor in writing the amount and terms of such bid, and the name and address of the Person submitting such bid (who shall not be Lessee, an Affiliate of Lessee or a Person who shall be a party to any arrangement for the further use of the Aircraft by Lessee or any of its Affiliates (in each case a "Prohibited Person")Affiliates). In the event Lessor receives any bid, Lessor shall, at least five Business Days prior to the proposed Termination Date, certify to Lessee in writing the amount and terms of such bid and the name and address of the Person submitting such bid. Subject to Section 9.3, on the Termination Date, (a) Lessee shall deliver the Airframe SALE AND LEASE AGREEMENT [N397SW] -33- 40 and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of any brokerage commissions) prior to such date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and in full compliance with the terms thereof, and shall duly transfer to Lessor under SALE AND LEASE AGREEMENT [N605SW] -32- 39 a full warranty (as to title) bill xx sale title to any such engines not owned by Lessor, all in accordance with the terms of Section 5, and (b) unless Lessor is the successful bidder, Lessor shall simultaneously therewith Transfer the Airframe and Engines or engines to such bidder for cash paid to Lessor in the manner and in funds of the type specified in Section 3.6, provided that no purchaser shall be a Prohibited Person without the Owner Participant's written consent. The total sales price realized at such sale shall be paid to and retained by Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise shall be paid to and retained by Lessor and, in addition, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise to Lessor the sum of (i) the excess, if any, of (A) the Termination Value for the Aircraft, computed as of such Termination Date, over (B) the sales price of the Airframe and Engines or engines sold (or if the winning bidder is Lessor, the amount of such bid) after deducting the reasonable fees and expenses incurred by Lessor, Indenture Trustee and the Participants, if any, in connection with such termination and sale, (ii) all unpaid Interim Rent and Basic Rent due on or prior to the TV Determination Date with reference to which the Termination Value is computed (it being understood and agreed that Lessee shall not be required to pay the portion, if any, of such Interim Rent or Basic Rent designated in Exhibit C hereto as payable in advance on such TV Determination Date, unless attributable to accrued interest on the Certificates), and (iii) (without duplication) all other amounts (including, without limitation, Supplemental Rent in respect of Break Amount, if any, or Premium, if any) owing by Lessee under this Lease or under any other Operative Agreement. Upon such payment, Lessor will comply with Section 10.01 of the Trust Indenture and, upon Indenture Trustee's release of such Engines from the Lien of the Trust Indenture Estate, Transfer to Lessee any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith. If no sale shall have occurred on or as of the Termination Date specified in such notice of termination, this Lease shall continue in full force and effect, no Lease Event of Default shall be deemed to have occurred, Lessee shall pay the reasonable expenses incurred by Lessee, Lessor, each Participant and Indenture Trustee in connection with the proposed sale, and Lessee shall have the right at any time to submit another notice of termination pursuant to, and subject to the terms of, Section 9.1. In the event of any such sale and receipt by Lessor or Indenture Trustee, as appropriate, of such sale price and other amounts as provided herein, and upon compliance by Lessee with the provisions of this Section 9.2, the obligation of Lessee to pay Interim Rent or Basic Rent due after the TV Determination Date with reference to which the Termination Value is computed shall cease and the Base Lease Term shall end effective as of the date of such sale. Lessor shall be under no duty to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to Transfer to the purchaser named in the highest bid as referred to above the Airframe and Engines or engines against receipt of the payments provided for herein.

Sale of Aircraft. Lessee, as agent for Lessor, shall, from the date of such notice of termination until no more than 30 days' prior to the proposed Termination Date specified by Lessee, use its reasonable best efforts to obtain bids (in the worldwide market) for the cash purchase of the Aircraft and Lessor may, if it desires to do so, seek to obtain such bids and may itself bid to retain the Aircraft. In the event Lessee receives any bid, Lessee shall within 30 days of receiving such bid (and in any event no later than at least 30 days prior to the proposed Termination Date), certify to Lessor in writing the amount and terms of such bid, and the name and address of the Person submitting such bid (who shall not be Lessee, an Affiliate of Lessee or a Person who shall be a party to any arrangement for the further use of the Aircraft by Lessee or any of its Affiliates (in each case a "Prohibited Person")Affiliates). In the event Lessor receives any bid, Lessor shall, at least five Business Days prior to the proposed Termination Date, certify to Lessee in writing the amount and terms of such bid and the name and address of the Person submitting such bid. Subject to Section 9.3, on the Termination Date, (a) Lessee shall deliver the Airframe SALE AND LEASE AGREEMENT [N397SW] -33- 40 and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of any brokerage commissions) prior to such date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and SALE AND LEASE AGREEMENT [N621SW] -32- 39 in full compliance with the terms thereof, and shall duly transfer to Lessor under a full warranty (as to title) bill xx sale title to any such engines not owned by Lessor, all in accordance with the terms of Section 5, and (b) unless Lessor is the successful bidder, Lessor shall simultaneously therewith Transfer the Airframe and Engines or engines to such bidder for cash paid to Lessor in the manner and in funds of the type specified in Section 3.6, provided that no purchaser shall be a Prohibited Person without the Owner Participant's written consent. The total sales price realized at such sale shall be paid to and retained by Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise shall be paid to and retained by Lessor and, in addition, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Indenture Trustee, so long as the Trust Indenture remains in effect, and otherwise to Lessor the sum of (i) the excess, if any, of (A) the Termination Value for the Aircraft, computed as of such Termination Date, over (B) the sales price of the Airframe and Engines or engines sold (or if the winning bidder is Lessor, the amount of such bid) after deducting the reasonable fees and expenses incurred by Lessor, Indenture Trustee and the Participants, if any, in connection with such termination and sale, (ii) all unpaid Basic Rent due on or prior to the TV Determination Date with reference to which the Termination Value is computed (it being understood and agreed that Lessee shall not be required to pay the portion, if any, of such Basic Rent designated in Exhibit C hereto as payable in advance on such TV Determination Date, unless attributable to accrued interest on the Certificates), and (iii) (without duplication) all other amounts (including, without limitation, Break Amount, if any, or Premium, if any) owing by Lessee under this Lease or under any other Operative Agreement. Upon such payment, Lessor will comply with Section 10.01 of the Trust Indenture shall be satisfied, and, upon Indenture Trustee's release of such Engines from the Lien of the Trust Indenture Estate, Transfer to Lessee any Engines constituting part of the Aircraft but which were not then installed on the Airframe and sold therewith. If no sale shall have occurred on or as of the Termination Date specified in such notice of termination, this Lease shall continue in full force and effect, no Lease Event of Default shall be deemed to have occurred, Lessee shall pay the reasonable expenses incurred by Lessee, Lessor, each Participant and Indenture Trustee in connection with the proposed sale, and Lessee shall have the right at any time to submit another notice of termination pursuant to, and subject to the terms of, Section 9.1. In the event of any such sale and receipt by Lessor or Indenture Trustee, as appropriate, of such sale price and other amounts as provided herein, and upon compliance by Lessee with the provisions of this Section 9.2, the obligation of Lessee to pay Basic Rent due after the TV Determination Date with reference to which the Termination Value is computed shall cease and the Base Lease Term shall end effective as of the date of such sale. Lessor shall be under no duty to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to Transfer to the purchaser named in the highest bid as referred to above the Airframe and Engines or engines against receipt of the payments provided for herein.