Common use of Sale Option Procedures Clause in Contracts

Sale Option Procedures. If Lessee elects the Sale Option with respect to any Aircraft, Lessee shall use its best commercial efforts as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft to obtain the highest all cash purchase price for the purchase of such Aircraft, and in the event Lessee receives any bid, Lessee shall within five (5) Business Days after receipt thereof, and at least twenty (20) Business Days prior to the applicable Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option as of the Expiration Date, any Financing Party may submit a bid to the Lessee not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft in the condition required by Section 6. None of the foregoing costs or expenses shall be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid for any Aircraft. After the Lessee shall have certified to Lessor all bids received, if all such bids received on an all cash basis are for less than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant to the Sale Option as of the applicable Expiration Date, any (i) Lessor shall transfer all of Lessor's right, title and interest in the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise in accordance with all of the terms of this Lease; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23.

Sale Option Procedures. If Lessee elects The Lessee’s effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) The Lessee shall have given to Lessor and Administrative Agent written notice of the Lessee’s exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor and the Administrative Agent (who shall promptly distribute the same to the Lenders) and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than one hundred twenty (120) days prior to the Expiration Date and addressed to the Lessor (or accompanied by a letter from the consultant performing such Environmental Audit which allows the Lessor to rely on such report). Such Environmental Audit shall be prepared by an environmental consultant selected by Lessee subject to Lessor’s reasonable approval and shall contain conclusions reasonably satisfactory to the Lessor, the Participants and such purchaser as to the environmental status of the Leased Property. If any such Environmental Audit indicates any recognized environmental conditions with respect to the Leased Property not rising to the level of a Significant Environmental Event, Lessee shall take (at Lessee’s sole cost and expense) such investigative, remedial or other actions as shall be necessary to cure any such recognized environmental condition to the extent required by Environmental Laws and this Lease, and Lessee shall cause to be delivered (at Lessee’s sole cost and expense) prior to the Expiration Date for the Leased Property a written statement by such environmental consultant detailing all such actions and indicating in his or her opinion that, to the extent required by this Lease, all remedial actions indicated in such Environmental Audit have been undertaken and completed in compliance with Applicable Laws. (c) No Event of Default, Significant Environmental Event or Event of Loss shall have occurred and be continuing on or at any time following the date of Lessee’s notice of exercise of the Sale Option. (d) Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) there shall be no deferred maintenance in respect of the Leased Property, and (iii) Lessee shall have remediated any Environmental Violation, and taken all other actions necessary to fully address any outstanding Environmental Claim with respect to the Leased Property, each in accordance with the terms of this Lease and at Lessee’s sole cost and expense. (e) The Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, use commercially reasonable efforts to obtain the highest all cash purchase price for the purchase Leased Property. The Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers. The Lessee shall (i) upon reasonable notice during normal business hours (subject to Lessee’s customary security and safety measures), upon request, permit inspection of such Aircraftthe Leased Property and any Leased Property Records by Lessor, the Administrative Agent and any potential purchasers; provided that the limitations on inspections and the rights of the Lessee set forth in Section 4.2 shall apply to this Section 20.1, mutatis mutandis, and (ii) otherwise do all things reasonably necessary to sell and deliver possession of the Leased Property to any purchaser. (f) The Lessee shall use commercially reasonable efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property, which shall include Lessor and its Affiliates. No such purchaser shall be the Lessee or any Subsidiary of the Lessee (except as set forth in the event Lessee receives any bid, last paragraph of this Section 20.1). (g) The Lessee shall within five submit all bids to Lessor and the Administrative Agent (5) Business Days after receipt thereofwho shall promptly distribute the same to the Lenders), and at least twenty Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless Lessor and the Participants shall otherwise agree in their sole discretion. The Lessee shall use commercially reasonable efforts to deliver to Lessor and the Required Participants not less than ninety (2090) Business Days days prior to the applicable Expiration DateDate a binding written unconditional (except as set forth below), certify irrevocable offer by such purchaser or purchasers offering the highest all-cash bid to purchase all, but not less than all, of the Leased Property (unless otherwise agreed to by Lessor and the Required Participants). If Lessor in the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to Lessor in writing pursuant to clause (l) below from a proposed bid which the Lessee desires to accept is less than the Fair Market Value, then Lessor shall promptly provide written notice thereof to Lessee and Lessee’s rights hereunder shall be further conditioned upon Lessor’s receipt of an appraisal demonstrating that such proposed bid is for an amount and terms at least equal to the Fair Market Value of the Leased Property as established by such appraisal. In such case then Lessor shall, promptly following the receipt of such bidnotice from Lessor, engage an appraiser, reasonably satisfactory to Lessor and Lessee, at Lessee’s expense, to determine (by appraisal methods reasonably satisfactory to Lessor and the name and address Required Participants) the Fair Market Value of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option Leased Property as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to Lessor and the Administrative Agent (who shall promptly distribute the same to the Lessee Lenders) not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None Notwithstanding anything contained in this clause (g) to the contrary, in the event Lessor received a bona fide all cash offer which the Lessee desires to accept from a credit worthy offeror (which shall include Lessor and any Affiliate thereof) for an amount equal to the Lease Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants under the Operative Documents (including, but without duplication, accrued and unpaid Rent) (after deduction of all sales costs, expenses and related taxes), Lessor must sell the Leased Property for such amount to the extent the conditions therefor are satisfied and Lessor shall have no right to require an appraisal demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the foregoing costs Leased Property. (h) In connection with any such sale of the Leased Property, the Lessee will provide to the purchaser all customary “seller’s” indemnities, representations and warranties, customary representations and warranties regarding title and the absence of Liens (except Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens relating to the interest or expenses shall be deducted from rights of Lessee), (b), (c), (f), (g), (h), (i), (j), (k) or (m) of the Sale Proceeds or serve to reduce definition of “Permitted Liens”) and the purchase price to be paid for any Aircraftcondition of such Leased Property. After the The Lessee shall have certified obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to Lessor all bids receivedcarry out and complete the transfer of the Leased Property. As to Lessor, if all any such bids received sale shall be made on an “as is, where is, with all cash faults” basis are for less without representation or warranty by Lessor, other than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant absence of Lessor Liens. Any agreement as to the Sale Option as of the applicable Expiration Date, anysuch sale shall be in form and substance satisfactory to Lessor. (i) Lessor All costs, Impositions and expenses of or arising from the sale of the Leased Property, incurred by the Participants, Administrative Agent or the Lessee, including the cost of all title searches, surveys, environmental audits, appraisals, transfer taxes, Lessor’s reasonable attorneys’ fees, the Lessee’s attorneys’ fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions shall transfer all be paid out of the sale proceeds as set forth in Section 5.3 of the Participation Agreement; provided that Lessee shall pay directly any such amounts incurred by Lessee in excess of amounts Lessor's right, title and interest acting in good faith, deems reasonable. (j) Whether or not a sale of the Aircraft so soldLeased Property is completed on the Expiration Date, Lessee shall pay, or cause such Aircraft to be transferredpaid, to Lessor on or prior to the bidderExpiration Date (or, if anyearlier, the date on which shall have submitted a sale of the highest bid therefor at least twenty (20) Business Days Leased Property is consummated), (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to, without duplication, (i) the Sale Option Recourse Amount plus (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration Date in the type of funds specified in Section 3.4 hereof. (k) The Lessee shall pay to Lessor on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Article XIII of the Participation Agreement. (l) If a Financing Partysale of the Leased Property is consummated on or before the Expiration Date, Lessee shall pay, or cause to be paid, directly to Lessor the gross proceeds (the “Gross Proceeds”) of such sale (i.e., without deduction for any Affiliate marketing, closing or other costs, prorations or commissions); and such Gross Proceeds shall be applied as set forth in Section 5.3(d) of the Participation Agreement and Section 20.1(i) above. (m) The Lessee shall, to the extent permitted by Applicable Laws, assign, and shall cooperate with all reasonable requests of Lessor or the purchaser for obtaining any and all licenses, permits, approvals and consents of any Governmental Authorities or other Persons that are or will be required to be obtained by Lessor or such purchaser in connection with its use, operation, control or maintenance of the Leased Property in compliance with Applicable Laws. If, after the exercise by the Lessee of the Sale Option, one or more of the foregoing provisions of this Section 20.1 shall not be fulfilled as of the date set forth therein (and, other than in the case of Section 20.1(c) and any provision required to be fulfilled on the Expiration Date or on the date of a consummation of a sale, Lessor or the Administrative Agent shall have delivered written notice thereof or Person contacted by a Financing Party, to the Lessee and any such provision is not fulfilled within five (5) Business DaysDays of such notice), then Lessor shall declare by written notice to the Lessee the exercise of the Sale Option to be null and void, in which event all of the Lessee’s rights under this Section 20.1 shall immediately terminate and the Lessee shall be obligated to purchase the Leased Property pursuant to Section 19.1(b) prior on the Expiration Date. Except as expressly set forth herein, the Lessee shall have no right, power or authority to such bind Lessor in connection with any proposed sale of the Leased Property or the other Collateral. Notwithstanding anything contained herein to the contrary, if the Leased Property has not been sold to a third party purchaser by the Expiration Date, in then the same manner and in the same condition and otherwise in accordance with all of the terms of this Lease; (ii) subject Lessee shall pay to the prior Administrative Agent on or current payment by before the Expiration Date the Sale Option Recourse Amount, the Lessee of all amounts due under clause (iiishall have been deemed to have purchased the Leased Property, and Lessor shall transfer title to the Leased Property to the Lessee pursuant to Section 21.1(iv) of this sentence, Lessor Lease and the Lessee shall comply with any conditions to transfer set forth in Section 23.2 in order to transfer Lessor's right, accept title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising Leased Property as a result of such transfer, legal costs, costs of notices, deemed purchase. Lessor agrees that it shall cooperate with the Lessee in effecting any advertisement or other similar costs shall be borne entirely by the Lessee, without regard transfer to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any a designee of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor Lessee pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23paragraph.

Sale Option Procedures. If Lessee elects The Lessee’s effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property, other Collateral and Parcel D Ground Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) The Lessee shall have given to Lessor and Administrative Agent written notice of the Lessee’s exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor and the Administrative Agent (who shall promptly distribute the same to the Rent Assignees) and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than one hundred twenty (120) days prior to the Expiration Date (or such later date approved in writing by Lessor) and addressed to the Lessor (or accompanied by a letter from the consultant performing such Environmental Audit which allows the Lessor to rely on such report). Such Environmental Audit shall be prepared by an environmental consultant selected by Lessee subject to Lessor’s reasonable approval and shall contain conclusions reasonably satisfactory to the Lessor, the Participants and such purchaser as to the environmental status of the Leased Property. If any such Environmental Audit indicates any recognized environmental conditions with respect to the Leased Property not rising to the level of a Significant Environmental Event, Lessee shall take (at Lessee’s sole cost and expense) such investigative, remedial or other actions as shall be necessary to cure any such recognized environmental condition to the extent required by Environmental Laws and this Lease, and Lessee shall cause to be delivered (at Lessee’s sole cost and expense) prior to the Expiration Date for the Leased Property a written statement by such environmental consultant detailing all such actions and indicating in his or her opinion that, to the extent required by this Lease, all remedial actions indicated in such Environmental Audit have been undertaken and completed in compliance with Applicable Laws. (c) No Event of Default, Significant Environmental Event or Event of Loss shall have occurred and be continuing on or at any time following the date of Lessee’s notice of exercise of the Sale Option. (d) Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) there shall be no deferred maintenance in respect of the Leased Property, and (iii) Lessee shall have remediated any Environmental Violation, and taken all other actions necessary to fully address any outstanding Environmental Claim with respect to the Leased Property, each in accordance with the terms of this Lease and at Lessee’s sole cost and expense. (e) The Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, use commercially reasonable efforts to obtain the highest all cash purchase price for the purchase Leased Property. The Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers. The Lessee shall (i) upon reasonable notice during normal business hours (subject to Lessee’s customary security and safety measures), upon request, permit inspection of such Aircraftthe Leased Property and any Leased Property Records by Lessor, the Administrative Agent and any potential purchasers; provided that the limitations on inspections and the rights of the Lessee set forth in Section 4.2 shall apply to this Section 20.1, mutatis mutandis, and (ii) otherwise do all things reasonably necessary to sell and deliver possession of the Leased Property to any purchaser (subject to all subleases with respect to the Leased Property to Persons who are not Affiliates or Subsidiaries of Parent Guarantor, the Home Depot Ground Lease and the Parcel D Ground Lease). (f) The Lessee shall use commercially reasonable efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property, which shall include Lessor and its Affiliates. No such purchaser shall be the Lessee or any Subsidiary of the Lessee (except as set forth in the event Lessee receives any bid, last paragraph of this Section 20.1). (g) The Lessee shall within five submit all bids to Lessor and the Administrative Agent (5) Business Days after receipt thereofwho shall promptly distribute the same to the Rent Assignees), and at least twenty Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless Lessor and the Participants shall otherwise agree in their sole discretion. The Lessee shall use commercially reasonable efforts to deliver to Lessor and the Required Participants not less than ninety (2090) Business Days days prior to the applicable Expiration DateDate a binding written unconditional (except as set forth below), certify irrevocable offer by such purchaser or purchasers offering the highest all-cash bid to purchase all, but not less than all, of the Leased Property, other Collateral and Parcel D Ground Leased Property (unless otherwise agreed to by Lessor and the Required Participants). If Lessor in the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to Lessor in writing pursuant to clause (l) below from a proposed bid which the Lessee desires to accept is less than the Fair Market Value, then Lessor shall promptly provide written notice thereof to Lessee and Lessee’s rights hereunder shall be further conditioned upon Lessor’s receipt of an appraisal demonstrating that such proposed bid is for an amount and terms at least equal to the Fair Market Value of the Leased Property as established by such appraisal. In such case then Lessor shall, promptly following the receipt of such bidnotice from Lessor, engage an appraiser, reasonably satisfactory to Lessor and Lessee, at Lessee’s expense, to determine (by appraisal methods reasonably satisfactory to Lessor and the name and address Required Participants) the Fair Market Value of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option Leased Property as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to Lessor and the Administrative Agent (who shall promptly distribute the same to the Lessee Rent Assignees) not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None Notwithstanding anything contained in this clause (g) to the contrary, in the event Lessor received a bona fide all cash offer which the Lessee desires to accept from a credit worthy offeror (which shall include Lessor and any Affiliate thereof) for an amount equal to the Lease Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants under the Operative Documents (including, but without duplication, accrued and unpaid Rent) (after deduction of all sales costs, expenses and related taxes), Lessor must sell the Leased Property, other Collateral and Parcel D Ground Leased Property for such amount to the extent the conditions therefor are satisfied and Lessor shall have no right to require an appraisal demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the foregoing costs Leased Property. (h) In connection with any such sale of the Leased Property, other Collateral and Parcel D Ground Leased Property, the Lessee will provide to the purchaser all customary “seller’s” indemnities, representations and warranties, customary representations and warranties regarding title and the absence of Liens (except (i) in the case of the Leased Property and other Collateral, Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens relating to the interest or expenses shall be deducted from rights of Lessee), (b), (c), (f), (g), (h), (i), (j), (k) or (m) of the Sale Proceeds or serve to reduce definition of “Permitted Liens” and (ii) in the purchase price to be paid for any Aircraftcase of the Parcel D Ground Leased Property, Liens permitted by the Parcel D Ground Lease) and the condition of such Leased Property. After the The Lessee shall have certified obtained or caused to Lessor be obtained, at its cost and expense, all bids receivedrequired governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to carry out and complete the transfer of the Leased Property, if all other Collateral and Parcel D Ground Leased Property. As to Lessor, any such bids received sale shall be made on an “as is, where is, with all cash faults” basis are for less without representation or warranty by Lessor, other than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant absence of Lessor Liens. Any agreement as to the Sale Option as of the applicable Expiration Date, anysuch sale shall be in form and substance satisfactory to Lessor. (i) Lessor shall transfer all All costs, Impositions and expenses of Lessor's right, title and interest in or arising from the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise in accordance with all sale of the terms of this Lease; (ii) subject to the prior or current payment Leased Property, other Collateral and Parcel D Ground Leased Property, incurred by the Lessee Participants, Administrative Agent or the Lessee, including the cost of all amounts due under clause (iii) title searches, surveys, environmental audits, appraisals, transfer taxes, Lessor’s reasonable attorneys’ fees, the Lessee’s attorneys’ fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions shall be paid out of this sentence, Lessor shall comply with any conditions to transfer the sale proceeds as set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to 5.3 of the relevant Aircraft for cash to such bidderParticipation Agreement; and (iii) provided that Lessee shall simultaneously pay to Lessor all of the directly any such amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessee in excess of amounts Lessor, Lessee or any potentially qualified buyeracting in good faith, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23deems reasonable.

Sale Option Procedures. If Lessee elects the a Sale Option with respect to any AircraftLease Supplement, Lessee shall use its best commercial efforts as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft to obtain the highest all cash purchase price for the purchase of such Aircraft, and in the event Lessee receives any bid, Lessee shall within five (5) Business Days after receipt thereof, and at least twenty (20) Business Days prior to the applicable Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option as of the Expiration Date, any Financing Party may submit a bid to the Lessee not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft in the condition required by Section 6. None of the foregoing costs or expenses shall be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid for any Aircraft. After the Lessee shall have certified to Lessor all bids received, if all such bids received on an all cash basis are for less than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant to the Sale Option as of the applicable Expiration Date, any (i) Lessor shall transfer all of Lessor's right, title and interest in the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise in accordance with all of the terms of this Lease; (ii) Lease Supplement Equipment then subject to the prior or current payment by the such Lease Supplement, and Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 23.39.1 hereof. All reasonable costs related to a such sale and delivery pursuant to this Section 23.1 delivery, including the reasonable cost of sales agents retained by Lesseeagents, Lessor or removal of the Financing PartiesEquipment, delivery of documentsdocuments and the Equipment to any location designated by a buyer within the continental United States, filing certification, installation and documentary transfer feestesting of the Equipment in any location chosen by the buyer or prospective buyer, Taxes relating to or arising as a result of such transfer, reasonable legal costs, reasonable costs of notices, any advertisement or other similar costs or other information and of any parts shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Agent, Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase priceProceeds. No Financing Party Neither Agent, Lessor nor any Participant shall have any responsibility for procuring any purchaser; provided. If, howevernevertheless, that Lessor and its designees mayLessor, at the direction of the Administrative Required Participants, undertakes any sales efforts, Lessee shall promptly reimburse Agent, engage Lessor and/or any such Participant for any reasonable charges, costs and expenses incurred in activities to market such effort, including any allocated reasonable time charges, costs and sell the Aircraft at Lessee's cost and expenseexpenses of internal counsel or other reasonable attorneys' fees. Any such activities undertaken by Lessor Upon a sale of any Lease Supplement Equipment pursuant to this the Sale Option, such Lease Supplement Equipment shall be in the condition required by Section 23.1 5.3 and Liens for Taxes not yet due and payable (which shall not reduce Lessee's obligations under this Section 23.1 be the responsibility of Lessee for the period prior to use its best commercial efforts the sale) and shall be free and clear of all Liens (including Permitted Liens, other than Lessor Liens), and Lessee shall cause all such Lease Supplement Equipment to be delivered to such location or locations designated by the buyer thereof. Lessor (A) at the direction of the Required Participants, shall determine whether to accept the highest all cash offer for such Lease Supplement Equipment which determination shall be made by the Required Participants, and (B) if accepted by the Required Participants, Lessee shall sell the Aircraft such Lease Supplement Equipment in accordance with the requirements terms of this such offer to the buyer submitting such offer; provided that Lessor shall not be entitled to reject the highest all cash offer for such Lease Supplement Equipment if the Proceeds from the sale of such Lease Supplement Equipment pursuant to such offer would be sufficient, together with the sum of the amounts referred to in clauses (i) and (ii) of Section 2311.1(c), to reduce such Lease Supplement Balance to $0. If, within 45 days prior to the relevant Expiration Date relating to a Sale Option with respect to any Lease Supplement, Lessee has not obtained an all cash purchase price for the relevant Lease Supplement Equipment that would provide Proceeds sufficient, together with such amounts referred to in clauses (i) and (ii) of Section 11.1(c), to reduce such Lease Supplement Balance to $0, then any Participant may request the Lease Term Appraisal with respect to such Lease Supplement Equipment described in Section 11.4 and, if such Lease Term Appraisal is requested, receipt of such Lease Term Appraisal at least ten (10) Business Days prior to the relevant Expiration Date relating to such Sale Option shall be a condition to the consummation of the sale of such Lease Supplement Equipment on such Expiration Date. Any purchaser or purchasers of any Equipment shall not in any way be affiliated with Lessee.

Sale Option Procedures. If Lessee elects The Lessee's effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) The Lessee shall have given to the Lessor and the Administrative Agent written notice of the Lessee's exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor, the Administrative Agent, the Participants and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Phase I Environmental Site Assessment of the Leased Property dated no earlier than forty-five (45) days prior to the Expiration Date and addressed to each such party. Such Phase I Environmental Site Assessment shall be prepared by an environmental consultant selected by Lessor in Lessor's reasonable discretion and shall conclude that the Leased Property is free of Environmental Violations. If the Leased Property is sold during the Extended Remarketing period pursuant to Section 20.3, such Environmental Site Assessment shall be updated to a date not later than forty- five (45) days prior to the date of such sale and shall be subject to the reevaluation of the Participants and, if applicable, the independent purchaser, on the same basis as provided for in the previous sentence. If any such Phase I Environmental Site Assessment indicates any Environmental Violations, Lessee shall take such remedial action as shall be necessary to correct the same, and Lessee shall cause to be delivered prior to the Expiration Date for the Leased Property a Phase II environmental site assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Laws. (c) No Event of Default or Default shall exist on or at any time following the date of the exercise of the Sale Option. (d) Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) the Lessee shall have paid for and completed or caused to be completed all Modifications required by Section 10.1 and all Modifications commenced prior to the Expiration Date, and Lessee shall have caused to be completed prior to the Expiration Date the repair and rebuilding of the affected portions of the Leased Property suffering a Casualty or Condemnation, (iii) there shall be no deferred maintenance in respect of the Leased Property, and (iv) Lessee shall have remediated any Environmental Violation in accordance with the terms of this Lease. (e) The Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, use reasonable commercial efforts to obtain the highest all cash purchase price for the purchase of such AircraftLeased Property. The Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers, and in all marketing of the event Leased Property shall be at Lessee's expense. The Lessee receives shall, upon reasonable notice during normal business hours (subject to Lessee's customary security and safety measures) upon request, permit inspection of the Leased Property and any bidLeased Property Records by the Lessor, any Participant and any potential purchasers, and shall otherwise do all things reasonably necessary to sell and deliver possession of the Leased Property to any purchaser. (f) The Lessee shall within five use reasonable commercial efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property. No such purchaser shall be the Lessee or any Subsidiary or Affiliate of the Lessee. (5g) Business Days after receipt thereofThe Lessee shall submit all bids to the Lessor and the Participants, and at least twenty the Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless the Lessor and the Required Participants shall otherwise agree in their sole discretion. The Lessee shall deliver to the Lessor and the Participants not less than ninety (2090) Business Days days prior to the applicable Expiration DateDate a binding written unconditional (except as set forth below), certify irrevocable offer by such purchaser or purchasers offering the highest all cash bid to purchase all, but not less than all, of the Leased Property (unless otherwise agreed to by the Lessor and the Required Participants). If Lessor in writing the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to the Lessor pursuant to clause (k) below from a proposed bid which the Lessee desires to accept is less than the lesser of (i) Fair Market Value or (ii) the Purchase Amount, then Lessor may condition its Obligation to accept any such bid and sell the Leased Property upon Lessor's receipt of an Appraisal demonstrating that such proposed bid is for an amount and terms at least equal to the lesser of (i) Fair Market Value or (ii) the Purchase Amount of the Leased Property as established by such Appraisal. In such case then Lessor shall promptly following the receipt of such bid, engage an appraiser, reasonably satisfactory to the name Required Participants and address Lessee, at Lessee's expense, to determine (by appraisal methods reasonably satisfactory to the Required Participants) the Fair Market Value of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option Leased Property as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to each of the Lessee Participants not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None Any such appraisal shall be at the sole cost and expense of Lessee. (h) In connection with any such sale of the foregoing costs Leased Property, the Lessee will provide to the purchaser all customary "seller's" indemnities, representations and warranties regarding title, absence of Liens (except Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens relating to the interest or expenses shall be deducted from rights of Lessee), (b), (c) or (g) of the Sale Proceeds or serve to reduce definition of "PERMITTED LIENS") and the purchase price to be paid for any Aircraftcondition of such Leased Property. After the The Lessee shall have certified obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to Lessor all bids receivedcarry out and complete the transfer of the Leased Property. As to the Lessor, if all any such bids received sale shall be made on an "as is, where is, with all cash faults" basis are for less without representation or warranty by the Lessor, other than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant absence of Lessor Liens. Any agreement as to such sale shall be in form and substance reasonably satisfactory to the Sale Option as of the applicable Expiration Date, anyLessor. (i) The Lessee shall pay or cause to be paid directly, and not from the sale proceeds, any prorations, credits, costs and expenses of or arising from the sale of the Leased Property or Taxes imposed on the sale of the Leased Property, whether incurred by the Lessor shall or the Lessee, including the cost of all title insurance, surveys, environmental audits, appraisals, transfer all of taxes, the Lessor's rightreasonable attorneys' fees, title the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and interest in all applicable documentary and other transfer and document taxes. (j) Whether or not a sale of the Aircraft so soldLeased Property is completed on the Expiration Date, or cause such Aircraft to be transferred, Lessee shall pay to the bidder, if any, which shall have submitted Lessor on or prior to the highest bid therefor at least twenty (20) Business Days Expiration Date (or in the case of a Financing PartySupplemental Rent, any Affiliate thereof to the Person entitled thereto) an amount equal to (i) the Sale Option Recourse Amount plus (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or Person contacted by a Financing Party, five (5) Business Days) will accrue prior to such or as of the Expiration Date, in the same manner and type of funds specified in the same condition and otherwise in accordance with all Section 3.4 hereof. (k) If a sale of the terms of this Lease; Leased Property is consummated on the Expiration Date, Lessee shall pay directly to Lessor the gross proceeds (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii"GROSS PROCEEDS") of this sentence, Lessor shall comply with any conditions such sale to transfer set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required be applied pursuant to Section 23.3. All 5.3(c)(iii) of the Participation Agreement. (l) [Intentionally Deleted]. (m) The Lessee shall, to the extent permitted by Applicable Laws, assign, and shall cooperate with all reasonable costs related to a sale and delivery pursuant to this Section 23.1 including requests of the cost of sales agents retained by Lessee, Lessor or the Financing Partiespurchaser for obtaining any and all licenses, delivery permits, approvals and consents of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement Governmental Authorities or other similar costs shall Persons that are or will be borne entirely required to be obtained by the LesseeLessor or such purchaser in connection with its use, without regard to whether such costs were incurred by Lessoroperation, Lessee control or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any maintenance of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage Leased Property in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance compliance with the requirements of this Section 23Applicable Laws.

Sale Option Procedures. If Lessee elects Lessee's effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) Lessee shall have given to Lessor and Lenders written notice of Xxxxxx's exercise of the Sale Option in accordance with SECTION 19.1. (b) Prior to the Expiration Date, Lessee shall use furnish to Lessor, Administrative Agent, the Participants and, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than forty-five (45) days prior to the Expiration Date and addressed to each such party. Such Environmental Audit shall be prepared by an environmental consultant selected by Lessor in Lessor's discretion and shall contain conclusions satisfactory to the Participants and such purchaser as to the environmental status of the Leased Property. If any such Environmental Audit indicates any exceptions, Lessee shall take such remedial action as shall be necessary to enable delivery, and Lessee shall cause to be delivered prior to the Expiration Date, a Phase Two environmental assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Laws. (c) Lessor shall at Lessee's expense be entitled to perform such investigation, including obtaining reports of engineers and other experts as to the condition and state of repair and maintenance of the Leased Property required by this Lease and as to the compliance of the Leased Property with Applicable Laws and regulations including Environmental Laws, as it deems appropriate. Lessee, at its best commercial efforts sole cost and expense, shall cause the repair or other remediation of any discrepancies between the actual condition of the Leased Property and the condition required under this Lease, such repair or remediation to be completed not later than the Expiration Date. (d) No Event of Default or Default shall exist on or at any time following the date of the exercise of the Sale Option. (e) On the date of Xxxxxx's election of the Sale Option and upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by SECTION 9.1 and (ii) Lessee shall have completed or caused to be completed all Financed Improvements, in accordance with the Approved Plans and Specifications, and Modifications commenced prior to the Expiration Date, and Lessee shall have caused to be completed prior to the Expiration Date the repair and rebuilding of the affected portions of the Leased Property suffering a Casualty or Condemnation. (f) Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, diligently pursue efforts to obtain the highest all cash purchase price for the purchase of such AircraftLeased Property. Lessee shall be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers, and all marketing of the Leased Property shall be at Lessee's expense. Lessee shall promptly upon request permit inspection of the Leased Property and any Leased Property Records by Xxxxxx, any Participant and any potential purchasers, and shall otherwise do all things necessary to sell and deliver possession of the Leased Property to any purchaser. (g) Lessee shall diligently pursue efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property. (h) Lessee shall submit all bids to Lessor and the Participants, and Lessor shall have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless Lessor and the Required Participants shall otherwise agree in their sole discretion. In the event Lessee receives any bid, Lessee shall within five (5) Business Days after receipt thereof, and at least twenty (20) Business Days prior to the applicable Lease Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties (who shall not be Lessee Lessee, Guarantor or any Lessee Group Affiliate of Lessee or any Person with whom Lessee, Guarantor or any Lessee Group Affiliate has an understanding or arrangement regarding their the future use, possession or ownership of the AircraftLeased Property), but who may be any Financing Partya Participant, any Affiliate thereof, or any Person contacted by any Financing Party Participant (other than any Person referred to in the foregoing parentheticalparenthetical clause) submitting such bid. Any If the Gross Proceeds to which Lessee desires to accept is less than the Lease Balance, Xxxxxx's rights hereunder shall be further conditioned upon demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the Leased Property as established by the Appraisal described at SECTION 20.1(m) below. All bids shall be on an all-cash basis unless the Required Participants, each Agent and Lessee shall otherwise agree. (i) In connection with any such sale of Leased Property, Lessee shall provide to the purchaser all customary seller's indemnities, representations and warranties regarding title, absence of Liens (except Lessor Liens) and the condition of such Leased Property. Lessee shall have obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to carry out and complete the transfer of the Leased Property. As to Lessor, any Aircraft pursuant such sale shall be made on an "as is, with all faults" basis without representation or warranty by Lessor, other than the absence of Lessor Liens. Any agreement as to such sale shall be made subject to Xxxxxx's rights hereunder and shall be in form and substance reasonably satisfactory to Lessor. (j) Lessee shall pay or cause to be paid directly, and not from the sale proceeds, any prorations, credits, costs, Impositions and expenses of or arising from the sale of the Leased Property, whether incurred by Lessor or Lessee, including the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, Lessor's reasonable attorneys' fees, Xxxxxx's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions. (k) On the Lease Expiration Date, Lessee shall pay to Lessor (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to (i) the Sale Option shall be completed on Recourse Amount PLUS (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration Date for such Aircraft. Unlessthe Leased Property, in the type of funds specified in SECTION 3.4 hereof. (l) Lessee shall pay to Lessor on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to the terms Article XIII of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance Participation Agreement. (m) Upon consummation of a sale of the Aircraft being sold pursuant Leased Property, Lessee shall pay directly to Lessor the gross proceeds (the "GROSS PROCEEDS") of such sale (I.E., without deduction for any marketing, closing or other costs, prorations or commissions); PROVIDED, HOWEVER, that if the sum of (x) the Gross Proceeds from such sale PLUS (y) the Sale Option Recourse Amount received by Lessor pursuant to CLAUSE (j)(i) PLUS (z) amounts received by Lessor pursuant to Section 13.3 of the Participation Agreement exceeds the Lease Balance for the Leased Property as of such date, then the excess shall be paid to Lessee on such Expiration Date. (n) If the bid that Lessee proposes to accept and which Lessee submits pursuant to SECTION 20.1(g) is for an amount less than the Lease Balance, then Lessor shall promptly following the receipt of such bid, engage an appraiser, reasonably satisfactory to the Participants and Lessee, at Lessee's expense, to determine (by appraisal methods reasonably satisfactory to the Required Participants) the Fair Market Value of the Leased Property as of (i) the Expiration Date, Date and (ii) the first day of any Financing Party may submit a bid Lease Renewal Term in which the Sale Option is elected. The Appraiser's conclusion relating to the Lessee first day of the Lease Renewal Term shall be used in calculating the "Recourse Deficiency Amount." A copy of such appraisal shall be delivered to each of the Participants not later than five (5) Business Days prior to the applicable Expiration Date. Lessee The appraiser shall bear its own expense and pay be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None If one or more of the foregoing costs provisions shall not be fulfilled as of the date set forth above with respect to the Leased Property, including Lessee's obligation at Section 20.1(g) to accept a bid for not less than the Fair Market Value of the Leased Property and sell the Leased Property on the Expiration Date, then Lessor shall declare by written notice to Lessee the Sale Option to be null and void (whether or expenses not it has been theretofore exercised by Lessee), in which event all of Lessee's rights under this SECTION 20.1 shall immediately terminate and Lessee shall be deducted from obligated to purchase the Sale Proceeds or serve Leased Property pursuant to reduce SECTION 18.2 on the purchase price to be paid for any AircraftExpiration Date. After the Except as expressly set forth herein, Lessee shall have certified no right, power or authority to bind Lessor all bids received, if all such bids received on an all cash basis are for less than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant to the Sale Option as in connection with any proposed sale of the applicable Expiration Date, any (i) Lessor shall transfer all of Lessor's right, title and interest in the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise in accordance with all of the terms of this Lease; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23Leased Property.

Sale Option Procedures. If Lessee elects The Lessee’s effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property, other Collateral and Parcel D Ground Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) The Lessee shall have given to Lessor and Administrative Agent written notice of the Lessee’s exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor and the Administrative Agent (who shall promptly distribute the same to the Rent Assignees) and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than one hundred twenty (120) days prior to the Expiration Date (or such later date approved in writing by Lessor) and addressed to the Lessor (or accompanied by a letter from the consultant performing such Environmental Audit which allows the Lessor to rely on such report). Such Environmental Audit shall be prepared by an environmental consultant selected by Lessee subject to Lessor’s reasonable approval and shall contain conclusions reasonably satisfactory to the Lessor, the Participants and such purchaser as to the environmental status of the Leased Property. If any such Environmental Audit indicates any recognized environmental conditions with respect to the Leased Property not rising to the level of a Significant Environmental Event, Lessee shall take (at Lessee’s sole cost and expense) such investigative, remedial or other actions as shall be necessary to cure any such recognized environmental condition to the extent required by Environmental Laws and this Lease, and Lessee shall cause to be delivered (at Lessee’s sole cost and expense) prior to the Expiration Date for the Leased Property a written statement by such environmental consultant detailing all such actions and indicating in his or her opinion that, to the extent required by this Lease, all remedial actions indicated in such Environmental Audit have been undertaken and completed in compliance with Applicable Laws. (c) No Event of Default, Significant Environmental Event or Event of Loss shall have occurred and be continuing on or at any time following the date of Lxxxxx’s notice of exercise of the Sale Option. (d) Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) there shall be no deferred maintenance in respect of the Leased Property, and (iii) Lessee shall have remediated any Environmental Violation, and taken all other actions necessary to fully address any outstanding Environmental Claim with respect to the Leased Property, each in accordance with the terms of this Lease and at Lessee’s sole cost and expense. (e) The Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, use commercially reasonable efforts to obtain the highest all cash purchase price for the purchase Leased Property. The Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers. The Lessee shall (i) upon reasonable notice during normal business hours (subject to Lessee’s customary security and safety measures), upon request, permit inspection of such Aircraftthe Leased Property and any Leased Property Records by Lessor, the Administrative Agent and any potential purchasers; provided that the limitations on inspections and the rights of the Lessee set forth in Section 4.2 shall apply to this Section 20.1, mutatis mutandis, and (ii) otherwise do all things reasonably necessary to sell and deliver possession of the Leased Property to any purchaser (subject to all subleases with respect to the Leased Property to Persons who are not Affiliates or Subsidiaries of Parent Guarantor, the Home Depot Ground Lease and the Parcel D Ground Lease). (f) The Lessee shall use commercially reasonable efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property, which shall include Lessor and its Affiliates. No such purchaser shall be the Lessee or any Subsidiary of the Lessee (except as set forth in the event Lessee receives any bid, last paragraph of this Section 20.1). (g) The Lessee shall within five submit all bids to Lessor and the Administrative Agent (5) Business Days after receipt thereofwho shall promptly distribute the same to the Rent Assignees), and at least twenty Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless Lessor and the Participants shall otherwise agree in their sole discretion. The Lessee shall use commercially reasonable efforts to deliver to Lessor and the Required Participants not less than ninety (2090) Business Days days prior to the applicable Expiration DateDate a binding written unconditional (except as set forth below), certify irrevocable offer by such purchaser or purchasers offering the highest all-cash bid to purchase all, but not less than all, of the Leased Property, other Collateral and Parcel D Ground Leased Property (unless otherwise agreed to by Lessor and the Required Participants). If Lessor in the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to Lessor in writing pursuant to clause (l) below from a proposed bid which the Lessee desires to accept is less than the Fair Market Value, then Lessor shall promptly provide written notice thereof to Lessee and Lxxxxx’s rights hereunder shall be further conditioned upon Lxxxxx’s receipt of an appraisal demonstrating that such proposed bid is for an amount and terms at least equal to the Fair Market Value of the Leased Property as established by such appraisal. In such case then Lessor shall, promptly following the receipt of such bidnotice from Lessor, engage an appraiser, reasonably satisfactory to Lessor and Lessee, at Lessee’s expense, to determine (by appraisal methods reasonably satisfactory to Lessor and the name and address Required Participants) the Fair Market Value of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option Leased Property as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to Lessor and the Administrative Agent (who shall promptly distribute the same to the Lessee Rent Assignees) not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None Notwithstanding anything contained in this clause (g) to the contrary, in the event Lessor received a bona fide all cash offer which the Lessee desires to accept from a credit worthy offeror (which shall include Lessor and any Affiliate thereof) for an amount equal to the Lease Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants under the Operative Documents (including, but without duplication, accrued and unpaid Rent) (after deduction of all sales costs, expenses and related taxes), Lessor must sell the Leased Property, other Collateral and Parcel D Ground Leased Property for such amount to the extent the conditions therefor are satisfied and Lessor shall have no right to require an appraisal demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the foregoing costs Leased Property. (h) In connection with any such sale of the Leased Property, other Collateral and Parcel D Ground Leased Property, the Lessee will provide to the purchaser all customary “seller’s” indemnities, representations and warranties, customary representations and warranties regarding title and the absence of Liens (except (i) in the case of the Leased Property and other Collateral, Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens relating to the interest or expenses shall be deducted from rights of Lessee), (b), (c), (f), (g), (h), (i), (j), (k) or (m) of the Sale Proceeds or serve to reduce definition of “Permitted Liens” and (ii) in the purchase price to be paid for any Aircraftcase of the Parcel D Ground Leased Property, Liens permitted by the Parcel D Ground Lease) and the condition of such Leased Property. After the The Lessee shall have certified obtained or caused to Lessor be obtained, at its cost and expense, all bids receivedrequired governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to carry out and complete the transfer of the Leased Property, if all other Collateral and Parcel D Ground Leased Property. As to Lessor, any such bids received sale shall be made on an “as is, where is, with all cash faults” basis are for less without representation or warranty by Lessor, other than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant absence of Lessor Liens. Any agreement as to the Sale Option as of the applicable Expiration Date, anysuch sale shall be in form and substance satisfactory to Lessor. (i) Lessor shall transfer all All costs, Impositions and expenses of Lessor's right, title and interest in or arising from the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise in accordance with all sale of the terms of this Lease; (ii) subject to the prior or current payment Leased Property, other Collateral and Parcel D Ground Leased Property, incurred by the Lessee Participants, Administrative Agent or the Lessee, including the cost of all amounts due under clause (iii) title searches, surveys, environmental audits, appraisals, transfer taxes, Lessor’s reasonable attorneys’ fees, the Lessee’s attorneys’ fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions shall be paid out of this sentence, Lessor shall comply with any conditions to transfer the sale proceeds as set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to 5.3 of the relevant Aircraft for cash to such bidderParticipation Agreement; and (iii) provided that Lessee shall simultaneously pay to Lessor all of the directly any such amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessee in excess of amounts Lessor, Lessee or any potentially qualified buyeracting in good faith, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23deems reasonable.

Sale Option Procedures. If Lessee elects Lessee’s effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) Lessee shall have given to Lessor and the Administrative Agent written notice of Xxxxxx’s exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor, the Administrative Agent and the Participants and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than forty-five (45) days prior to the Expiration Date and addressed to each such party. Such Environmental Audit shall be prepared by an environmental consultant selected by Xxxxxx, with the reasonable consent of Xxxxxx, and shall contain conclusions satisfactory to the Participants and such purchaser as to the environmental status of the Leased Property. If the Leased Property is sold during the Extended Remarketing Period pursuant to Section 20.3, such Environmental Audit shall be updated to a date not later than forty-five (45) days prior to the date of such sale and shall be subject to the reevaluation of Lessor and, if applicable, the independent purchaser, on the same basis as provided for in the previous sentence. If any such Environmental Audit indicates any Environmental Violation with respect to the Leased Property, Lessee shall take such investigative, remedial or other actions as shall be necessary to cure any such Environmental Violation to the extent required by Environmental Laws, and Lessee shall cause to be delivered prior to the Expiration Date for the Leased Property a Phase Two environmental assessment by the same environmental professional that prepared the 3/6/19, 9:29 AMExhibit 3/6/19, 9:29 AMExhibit Environmental Audit or another environmental consultant selected by Xxxxxx, with the reasonable consent of Xxxxxx, and a written statement by such environmental professional indicating that all such Environmental Violations have been remedied in compliance with Applicable Laws. (i) No Event of Default, Default, Significant Environmental Event or Event of Loss shall have occurred and be continuing on or at any time following the date of Lessee’s notice of exercise of the Sale Option and (ii) prior to the exercise of the Sale Option, the Authority Lease shall have been, at Lessee’s sole cost and expense, terminated and Lessor shall be the leasehold owner of the Site (subject to the Ground Lease) and have title to the Improvements. (d) Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) Lessee shall have completed or caused to be completed all Modifications commenced prior to the Expiration Date, and Lessee shall have caused to be completed prior to the Expiration Date the repair and rebuilding of the affected portions of the Leased Property suffering a Casualty or Condemnation, (iii) there shall be no deferred maintenance in respect of the Leased Property, and (iv) Lessee shall have remediated any Environmental Violation, and taken all other actions necessary to fully address any outstanding Environmental Claim with respect to the Leased Property, each in accordance with the terms of this Lease. (e) Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, use commercially reasonable efforts to obtain the highest all cash purchase price for the purchase of such AircraftLeased Property. Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers, and in all marketing of the event Leased Property shall be at Lessee’s expense. Lessee receives shall, upon reasonable notice during normal business hours (subject to Lessee’s customary security and safety measures) upon request, permit inspection of the Leased Property and any bidLeased Property Records by Lessor, the Administrative Agent, any Participant and any potential purchasers, and shall otherwise do all things reasonably necessary to sell and deliver possession of the Leased Property to any purchaser. (f) Lessee shall use commercially reasonable efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property, which shall include Lessor and its Affiliates. No such purchaser shall be Guarantor, Lessee or any Subsidiary or Affiliate of Guarantor or Lessee. (g) Lessee shall within five (5) Business Days after receipt thereofsubmit all bids to Lessor, the Administrative Agent and the Participants, and at least twenty Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless Lessor and the Participants shall otherwise agree in their sole discretion. Lessee shall deliver to Lessor and the Required Participants not less than ninety (2090) Business Days days prior to the applicable Expiration DateDate a binding written unconditional (except as set forth below), certify irrevocable offer by such purchaser or purchasers offering the highest all-cash bid to purchase all, but not less than all, of the Leased Property (unless otherwise agreed to by Lessor and the Required Participants). If Lessor in the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to Lessor in writing pursuant to clause (l) below from a proposed bid which Lessee desires to accept is less than the Fair Market Value, then Xxxxxx’s rights hereunder shall be further conditioned upon Xxxxxx’s receipt of an appraisal demonstrating that such proposed bid is for an amount and terms at least equal to the Fair Market Value of the Leased Property as established by such Appraisal. In such case then Lessor 3/6/19, 9:29 AMExhibit shall promptly following the receipt of such bid, engage an appraiser, reasonably satisfactory to Lessor and Lessee, at Lessee’s expense, to determine (by appraisal methods reasonably satisfactory to Lessor and the name and address Required Participants) the Fair Market Value of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option Leased Property as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to Lessor and each of the Lessee Participants not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None Any such appraisal shall be at the sole cost and expense of Xxxxxx. Notwithstanding anything contained in this clause (g) to the contrary, in the event Lessor received a bona fide all cash offer from a credit worthy offeror (which shall include Lessor and any Affiliate thereof) for an amount equal to the Lease Balance (after deduction of all sales costs, expenses and related taxes and the Sale Option Recourse Amount paid by Lessee to Lessor), Lessor must sell the Leased Property for such amount to the extent the conditions therefor are satisfied. (h) In connection with any such sale of the foregoing costs Leased Property, Lessee will provide to the purchaser all customary “seller’s” indemnities (including, without limitation, an environmental indemnity to the extent the same is required by the purchaser), representations and warranties regarding title, absence of Liens (except Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens relating to the interest or expenses shall be deducted from rights of Lessee), (b), (c) or (g) of the Sale Proceeds or serve to reduce definition of “Permitted Liens”) and the purchase price to be paid for any Aircraftcondition of such Leased Property (including, without limitation, compliance with all Environmental Laws). After the Lessee shall have certified obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to Lessor all bids receivedcarry out and complete the transfer of the Leased Property. As to Lessor, if all any such bids received sale shall be made on an “as is, where is, with all cash faults” basis are for less without representation or warranty by Lessor, other than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant absence of Lessor Liens. Any agreement as to the Sale Option as of the applicable Expiration Date, anysuch sale shall be in form and substance satisfactory to Lessor. (i) Lessee shall pay or cause to be paid, directly, and not from the sale proceeds, any prorations, credits, costs, Impositions and expenses of or arising from the sale of the Leased Property, whether incurred by Lessor or Lessee, including the cost of all title insurance, surveys, environmental audits, appraisals, transfer taxes, Lessor’s reasonable attorneys’ fees, Lessee’s attorneys’ fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions. (j) Whether or not a sale of the Leased Property is completed on the Expiration Date, Lessee shall transfer all of Lessor's right, title and interest in the Aircraft so soldpay, or cause such Aircraft to be transferredpaid, to Lessor on or prior to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days Expiration Date (or in the case of a Financing PartySupplemental Rent, any Affiliate thereof to the Person entitled thereto) an amount equal to (i) the Sale Option Recourse Amount plus (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or Person contacted by a Financing Party, five (5) Business Days) will accrue prior to such or as of the Expiration Date, in the same manner and in the same condition and otherwise in accordance with all type of the terms of this Lease; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth funds specified in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and 3.4 hereof. (iiik) Lessee shall simultaneously pay to Lessor all on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Article XIII of the amounts required pursuant to Section 23.3. All reasonable costs related to Participation Agreement. (l) If a sale and delivery pursuant of the Leased Property is consummated on the Expiration Date, Lessee shall pay directly to this Section 23.1 including Lessor the cost of sales agents retained by Lessee, Lessor or gross proceeds (the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result “Gross Proceeds”) of such transfersale (i.e., legal without deduction 3/6/19, 9:29 AMExhibit for any marketing, closing or other costs, costs of notices, any advertisement prorations or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchasercommissions); provided, however, that Lessor and its designees may, at if the direction sum of (x) the Administrative Agent, engage in activities to market and sell Gross Proceeds from such sale plus (y) the Aircraft at Lessee's cost and expense. Any such activities undertaken Sale Option Recourse Amount received by Lessor pursuant to clause (j) plus (z) amounts received by Lessor pursuant to Section 13.2 of the Participation Agreement exceeds the Lease Balance for the Leased Property as of such date, then the excess shall be paid to Lessee on such Expiration Date. (m) Lessee shall, to the extent permitted by Applicable Laws, assign, and shall cooperate with all reasonable requests of Lessor or the purchaser for obtaining any and all licenses, permits, approvals and consents of any Governmental Authorities or other Persons that are or will be required to be obtained by Lessor or such purchaser in connection with its use, operation, control or maintenance of the Leased Property in compliance with Applicable Laws. If one or more of the foregoing provisions of this Section 23.1 20.1 shall not reduce be fulfilled as of the date set forth therein, then Lessor shall declare by written notice to Lessee the Sale Option to be null and void (whether or not it has been theretofore exercised by Lessee's obligations ), in which event all of Lessee’s rights under this Section 23.1 20.1 shall immediately terminate and Lessee shall be obligated to use its best commercial efforts purchase the Leased Property pursuant to sell Section 19.1(b) on the Aircraft Expiration Date. Except as expressly set forth herein, Lessee shall have no right, power or authority to bind Lessor in accordance connection with any proposed sale of the requirements of this Section 23Leased Property or the other Collateral.

Sale Option Procedures. If Lessee elects The Lessee’s effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) The Lessee shall have given to Lessor and Administrative Agent written notice of the Lessee’s exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor and the Administrative Agent (who shall promptly distribute the same to the Lenders) and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than one hundred twenty (120) days prior to the Expiration Date and addressed to the Lessor (or accompanied by a letter from the consultant performing such Environmental Audit which allows the Lessor to rely on such report). Such Environmental Audit shall be prepared by an environmental consultant selected by Lessee subject to Lessor’s reasonable approval and shall contain conclusions reasonably satisfactory to the Lessor, the Participants and such purchaser as to the environmental status of the Leased Property. If any such Environmental Audit indicates any recognized environmental conditions with respect to the Leased Property not rising to the level of a Significant Environmental Event, Lessee shall take (at Lessee’s sole cost and expense) such investigative, remedial or other actions as shall be necessary to cure any such recognized environmental condition to the extent required by Environmental Laws and this Lease, and Lessee shall cause to be delivered (at Lessee’s sole cost and expense) prior to the Expiration Date for the Leased Property a written statement by such environmental consultant detailing all such actions and indicating in his or her opinion that, to the extent required by this Lease, all remedial actions indicated in such Environmental Audit have been undertaken and completed in compliance with Applicable Laws. (c) No Event of Default, Significant Environmental Event or Event of Loss shall have occurred and be continuing on or at any time following the date of Lessee’s notice of exercise of the Sale Option. (d) Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) there shall be no deferred maintenance in respect of the Leased Property, and (iii) Lessee shall have remediated any Environmental Violation, and taken all other actions necessary to fully address any outstanding Environmental Claim with respect to the Leased Property, each in accordance with the terms of this Lease and at Lessee’s sole cost and expense. (e) The Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, use commercially reasonable efforts to obtain the highest all cash purchase price for the purchase Leased Property. The Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers. The Lessee shall (i) upon reasonable notice during normal business hours (subject to Lessee’s customary security and safety measures), upon request, permit inspection of such Aircraftthe Leased Property and any Leased Property Records by Lessor, the Administrative Agent and any potential purchasers; provided that the limitations on inspections and the rights of the Lessee set forth in Section 4.2 shall apply to this Section 20.1, mutatis mutandis, and (ii) otherwise do all things reasonably necessary to sell and deliver possession of the Leased Property to any purchaser. (f) The Lessee shall use commercially reasonable efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property, which shall include Lessor and its Affiliates. No such purchaser shall be the Lessee or any Subsidiary of the Lessee (except as set forth in the event Lessee receives any bid, last paragraph of this Section 20.1). (g) The Lessee shall within five submit all bids to Lessor and the Administrative Agent (5) Business Days after receipt thereofwho shall promptly distribute the same to the Lenders), and at least twenty Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless Lessor and the Participants shall otherwise agree in their sole discretion. The Lessee shall use commercially reasonable efforts to deliver to Lessor and the Required Participants not less than ninety (2090) Business Days days prior to the applicable Expiration DateDate a binding written unconditional (except as set forth below), certify irrevocable offer by such purchaser or purchasers offering the highest all-cash bid to purchase all, but not less than all, of the Leased Property (unless otherwise agreed to by Lessor and the Required Participants). If Lessor in the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to Lessor in writing pursuant to clause (l) below from a proposed bid which the Lessee desires to accept is less than the Fair Market Value, then Lessor shall promptly provide written notice thereof to Lessee and Lessee’s rights hereunder shall be further conditioned upon Lessor’s receipt of an appraisal demonstrating that such proposed bid is for an amount and terms at least equal to the Fair Market Value of the Leased Property as established by such Appraisal. In such case then Lessor shall, promptly following the receipt of such bidnotice from Lessor, engage an appraiser, reasonably satisfactory to Lessor and Lessee, at Lessee’s expense, to determine (by appraisal methods reasonably satisfactory to Lessor and the name and address Required Participants) the Fair Market Value of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option Leased Property as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to Lessor and the Administrative Agent (who shall promptly distribute the same to the Lessee Lenders) not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None Notwithstanding anything contained in this clause (g) to the contrary, in the event Lessor received a bona fide all cash offer which the Lessee desires to accept from a credit worthy offeror (which shall include Lessor and any Affiliate thereof) for an amount equal to the Lease Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants under the Operative Documents (including, but without duplication, accrued and unpaid Rent) (after deduction of all sales costs, expenses and related taxes), Lessor must sell the Leased Property for such amount to the extent the conditions therefor are satisfied and Lessor shall have no right to require an appraisal demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the foregoing costs Leased Property. (h) In connection with any such sale of the Leased Property, the Lessee will provide to the purchaser all customary “seller’s” indemnities, representations and warranties, customary representations and warranties regarding title and the absence of Liens (except Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens relating to the interest or expenses shall be deducted from rights of Lessee), (b), (c), (f), (g), (h), (i), (j), (k) or (m) of the Sale Proceeds or serve to reduce definition of “Permitted Liens”) and the purchase price to be paid for any Aircraftcondition of such Leased Property. After the The Lessee shall have certified obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to Lessor all bids receivedcarry out and complete the transfer of the Leased Property. As to Lessor, if all any such bids received sale shall be made on an “as is, where is, with all cash faults” basis are for less without representation or warranty by Lessor, other than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant absence of Lessor Liens. Any agreement as to the Sale Option as of the applicable Expiration Date, anysuch sale shall be in form and substance satisfactory to Lessor. (i) Lessor shall transfer all All costs, Impositions and expenses of Lessor's right, title and interest in or arising from the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise in accordance with all sale of the terms of this Lease; (ii) subject to the prior or current payment Leased Property, incurred by the Lessee Participants, Administrative Agent or the Lessee, including the cost of all amounts due under clause (iii) title searches, surveys, environmental audits, appraisals, transfer taxes, Lessor’s reasonable attorneys’ fees, the Lessee’s attorneys’ fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions shall be paid out of this sentence, Lessor shall comply with any conditions to transfer the sale proceeds as set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to 5.3 of the relevant Aircraft for cash to such bidderParticipation Agreement; and (iii) provided that Lessee shall simultaneously pay to Lessor all of the directly any such amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessee in excess of amounts Lessor, Lessee or any potentially qualified buyeracting in good faith, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23deems reasonable.

Sale Option Procedures. If Lessee elects the Sale Option with respect to any AircraftOption, Lessee shall use its best commercial efforts as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft to obtain the highest all cash purchase price for the purchase of such Aircraftall of the Leased Property then subject to the Lease, and in the event if Lessee receives any bid, Lessee shall shall, within five (5) Business Days after receipt thereof, and at least twenty (20) Business Days prior to the applicable Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties bid (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their the future use, possession or ownership use of the Aircraft)Leased Property by or for Lessee, but who may be any Financing PartyLessor or a Participant, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in Participant) and the foregoing parenthetical) name and address of the party submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, Unless pursuant to the terms of the bids submitted bid submitted, the Net Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option as of the Lease Expiration Date, any Financing Party Participant may submit a an all-cash bid to the Lessee not later than five (5) Business Days prior to expiration of the applicable Expiration DateLease Term. Lessee shall bear its own expense All costs and pay the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable SECTION 21.1 shall be paid out of the Sale Proceeds; provided, however, that Lessee shall obtain Lessor's consent for any costs of sale to the extent such costs exceed 5% of the anticipated Sale Proceeds. All costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft the Leased Property in the condition required by Section 6. None of the foregoing costs or expenses SECTION 9.1 shall be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid for any Aircraftby Lessee. After the Lessee shall have certified to Lessor all bids received, if all such bids received on an all cash basis are for less than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant to the Sale Option as of the applicable Lease Expiration Date, anyany Participant, any Affiliate thereof, or any Person contacted by any Participant may submit a further all-cash bid or bids to (i) Lessor Lessee shall transfer all of LessorLessee's right, title and interest in the Aircraft so soldLeased Property, or cause such Aircraft the Leased Property to be transferred, to the bidder, if any, which shall have submitted the highest all cash bid therefor at least twenty (20) Business Days (or in the case of a Financing PartyParticipant, any Affiliate thereof or Person contacted by a Financing PartyParticipant, five (5)) Business Days) Days prior to such Lease Expiration Date, in the same manner and in the same condition and otherwise in accordance with all of the terms of this Lease; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause CLAUSE (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 23.2 SECTION 21.2 and the transfer provisions of SECTION 22.15 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft Leased Property for cash to such bidder, such transfer to be made on the Lease Expiration Date with respect to any bid accepted prior to such date or on the date provided for at SECTION 21.4; and (iii) Lessee shall simultaneously pay to Lessor on the earlier of the Lease Expiration Date or immediately prior to such sale all of the amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23SECTION 21.

Sale Option Procedures. If Lessee elects Lessee's effective exercise and consummation of the Sale Option with respect to the Premises shall be subject to the due and timely fulfillment of each of the following provisions as to the Premises as of the dates set forth below. (a) Lessee shall have given to Agent Lessor and the Participants written notice of Lessee's exercise of the Sale Option in accordance with Section 19.1. (b) Not later than forty-five (45) days prior to Expiration Date, Lessee shall deliver to Agent Lessor an Environmental Audit for the Premises. Such Environmental Audit shall be prepared by an environmental consultant selected by Agent Lessor in Agent Lessor's discretion and shall contain conclusions satisfactory to the Participants as to the environmental status of the Premises. If any Aircraftsuch Environmental Audit indicates any exceptions, Lessee shall have also delivered prior to the Expiration Date for the Premises a Phase Two environmental assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Laws. (c) No Lease Event of Default or Lease Default shall exist on or at any time following the date of the exercise of the Sale Option. (d) Upon surrender of the Premises, (i) the Premises shall be in the condition required by Section 9.1 and (ii) Lessee shall have completed or caused to be completed all Financed Improvements in accordance with the Approved Plans and Specifications, Modifications commenced prior to the Expiration Date, and Lessee shall have caused to be completed prior to the Expiration Date the repair and rebuilding of the affected portions of the Premises suffering a Casualty or Condemnation. (e) Lessee shall, as nonexclusive agent for Agent Lessor, use its best commercial efforts to obtain the highest cash purchase price for the Premises. Lessee will be responsible for hiring brokers and making the Premises available for inspection by prospective purchasers, and all marketing of the Premises shall be at Lessee's expense. Lessee shall promptly upon request permit inspection of the Premises and any Premises Records by Agent Lessor, any Participant and any potential purchasers, and shall otherwise do all things necessary to sell and deliver possession of the Premises to any purchaser. (f) Lessee shall use its best commercial efforts as nonexclusive agent for Lessor for to procure bids from one or more bona fide prospective purchasers to purchase the remainder of the Lease Term of Premises. No such Aircraft to obtain the highest all cash purchase price for the purchase of such Aircraft, and in the event Lessee receives any bid, Lessee purchaser shall within five (5) Business Days after receipt thereof, and at least twenty (20) Business Days prior to the applicable Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties (who shall not be Lessee or any Subsidiary or Affiliate of Lessee or any Person with whom Lessee has Group Affiliate. (g) Lessee shall submit all bids to Agent Lessor and the Participants, and Agent Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an understanding all-cash basis unless Agent Lessor and the Required Participants shall otherwise agree in their sole discretion. Lessee shall procure bids from one or arrangement regarding their future usemore bona fide prospective purchasers and shall deliver to Agent Lessor and the Participants not less than ninety (90) days prior to the Expiration Date a binding written unconditional (except as set forth below), possession irrevocable offer by such purchaser or ownership purchasers offering the highest all cash bid to purchase the Premises (unless otherwise agreed to by Agent Lessor and the Participants). If the sum of (i) the Gross Proceeds to be paid to Agent Lessor pursuant to clause (l) below from a proposed bid which Lessee desires to accept is less than the Lease Balance, Lessee's rights hereunder shall be further conditioned upon Agent Lessor's receipt of an Appraisal described at Section 20.1(m) demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the Aircraft)Premises as established by such Appraisal. All bids shall be on an all-cash basis unless the Required Participants, but who may be each Agent and Lessee shall otherwise agree. (h) In connection with any Financing Partysuch sale of the Premises, Lessee will provide to the purchaser all customary "seller's" indemnities, representations and warranties regarding title, absence of Liens (except Lessor Liens) and the condition of such Premises, including an environmental indemnity in form and substance reasonably required by the purchaser or Agent Lessor. Lessee shall have obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to carry out and complete the transfer of the Premises. As to Agent Lessor, any Affiliate thereofsuch sale shall be made on an "as is, with all faults" basis without representation or any Person contacted warranty by any Financing Party (Agent Lessor, other than the absence of Lessor Liens. Any agreement as to such sale shall be made subject to Agent Lessor's rights hereunder and shall be in form and substance satisfactory to Agent Lessor. (i) Lessee shall pay or cause to be paid directly, and not from the sale proceeds, any Person referred prorations, credits, costs, Impositions and expenses of or arising from the sale of the Premises, whether incurred by Agent Lessor or Lessee, including the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, Agent Lessor's reasonable attorneys' fees, Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions. (j) Lessee shall pay to Agent Lessor on or prior to the Expiration Date for the Premises (or in the foregoing parentheticalcase of Supplemental Rent, to the Person entitled thereto) submitting such bid. Any sale an amount equal to (i) the Residual Value Guarantee Amount with respect to the Premises plus (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or will accrue prior to or as of any Aircraft the Expiration Date for the Premises, in the type of funds specified in Section 3.4 hereof. (k) Lessee shall pay to Agent Lessor on or prior to the Expiration Date for the Premises the amounts, if any, required to be paid pursuant to Article XII of the Sale Option Participation Agreement. (l) The purchase of the Premises shall be completed consummated on the Expiration Date therefor and the gross proceeds (the "Gross Proceeds") of the sale of the Premises (i.e., without deduction for any marketing, closing or other costs, prorations or commissions) shall be paid directly to Agent Lessor; provided, however, that if the sum of (x) the Gross Proceeds from such Aircraft. Unless, sale plus (y) the Residual Value Guarantee Amount with respect to the Premises received by Agent Lessor pursuant to the terms clause (j) plus (z) amounts received by Agent Lessor pursuant to Section 12.3 of the bids submitted Participation Agreement exceeds the Sale Proceeds shall exceed the aggregate outstanding Lease Balance for the Premises as of such date, then the excess shall be paid to Lessee on such Expiration Date. (m) If the bid that Lessee proposes to accept and which Lessee submits pursuant to Section 20.1(g) is for an amount less than the Lease Balance, then Agent Lessor shall promptly following the receipt of such bid, engage an appraiser, reasonably satisfactory to the Participants, at Lessee's expense, to determine (by appraisal methods reasonably satisfactory to the Required Participants) the Fair Market Value of the Aircraft being sold pursuant to the Sale Option Premises as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to each of the Lessee Participants not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Premises are in the condition required by Section 6and has been maintained in accordance with this Lease. None Any such appraisal shall be at the sole cost and expense of Lessee. If one or more of the foregoing costs provisions shall not be fulfilled as of the date set forth above with respect to the Premises, including Lessee's obligation at Section 20.1(g) to accept a bid for not less than the Fair Market Value of the Premises, then Agent Lessor shall declare by written notice to Lessee the Sale Option to be null and void (whether or expenses not it has been theretofore exercised by Lessee), in which event all of Lessee's rights under this Section 20.1 shall immediately terminate and Lessee shall be deducted from obligated to purchase the Sale Proceeds or serve Premises pursuant to reduce Section 18.2 on the purchase price to be paid for any AircraftExpiration Date. After the Except as expressly set forth herein, Lessee shall have certified no right, power or authority to bind Agent Lessor all bids received, if all such bids received on an all cash basis are for less than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant to the Sale Option as in connection with any proposed sale of the applicable Expiration Date, any (i) Lessor shall transfer all of Lessor's right, title and interest in the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise in accordance with all of the terms of this Lease; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23Premises.

Sale Option Procedures. If Lessee elects Lessee’s effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) Lessee shall have given to Lessor and the Administrative Agent written notice of Lessee’s exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor, the Administrative Agent and the Participants and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than forty-five (45) days prior to the Expiration Date and addressed to each such party. Such Environmental Audit shall be prepared by an environmental consultant selected by Lessee, with the reasonable consent of Lessor, and shall contain conclusions satisfactory to the Participants and such purchaser as nonexclusive agent for Lessor for to the remainder environmental status of the Lease Term Leased Property. If the Leased Property is sold during the Extended Remarketing Period pursuant to Section 20.3, such Environmental Audit shall be updated to a date not later than forty-five (45) days prior to the date of such Aircraft sale and shall be subject to obtain the highest all cash purchase price reevaluation of Lessor and, if applicable, the independent purchaser, on the same basis as provided for the purchase of such Aircraft, and in the event Lessee receives previous sentence. If any bidsuch Environmental Audit indicates any Environmental Violation with respect to the Leased Property, Lessee shall within five (5) Business Days after receipt thereoftake such investigative, remedial or other actions as shall be necessary to cure any such Environmental Violation to the extent required by Environmental Laws, and at least twenty (20) Business Days Lessee shall cause to be delivered prior to the applicable Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for the Leased Property a Phase Two environmental assessment by the same environmental professional that prepared the ‑32‑ Environmental Audit or another environmental consultant selected by Lessee, with the reasonable consent of Lessor, and a written statement by such Aircraft. Unlessenvironmental professional indicating that all such Environmental Violations have been remedied in compliance with Applicable Laws. (i) No Event of Default, pursuant to Default, Significant Environmental Event or Event of Loss shall have occurred and be continuing on or at any time following the terms date of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance Lessee’s notice of the Aircraft being sold pursuant to exercise of the Sale Option as of the Expiration Date, any Financing Party may submit a bid to the Lessee not later than five and (5ii) Business Days prior to the applicable Expiration Date. Lessee exercise of the Sale Option, the Authority Lease shall bear its own expense have been, at Lessee’s sole cost and pay expense, terminated and Lessor shall be the reasonable expenses leasehold owner of Lessor the Site (subject to the Ground Lease) and each Financing Party in connection with any such bidding and sale process pursuant have title to this Section 23.1 as well as all reasonable costs and expenses incurred by any party the Improvements. (including a buyer or potential buyerd) to place any Aircraft Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 6. None of the foregoing costs or expenses shall be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid for any Aircraft. After the 9.1, (ii) Lessee shall have certified completed or caused to Lessor be completed all bids received, if all such bids received on an all cash basis are for less than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant Modifications commenced prior to the Sale Option as of the applicable Expiration Date, any (i) Lessor and Lessee shall transfer all of Lessor's right, title and interest in the Aircraft so sold, or cause such Aircraft have caused to be transferred, completed prior to the bidderExpiration Date the repair and rebuilding of the affected portions of the Leased Property suffering a Casualty or Condemnation, if any(iii) there shall be no deferred maintenance in respect of the Leased Property, which and (iv) Lessee shall have submitted remediated any Environmental Violation, and taken all other actions necessary to fully address any outstanding Environmental Claim with respect to the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing PartyLeased Property, any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise each in accordance with all of the terms of this Lease; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23.

Sale Option Procedures. If Lessee elects the Sale Option with respect to any AircraftOption, Lessee shall use its best commercial efforts as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft to obtain the highest all cash purchase price for the purchase of such Aircraftthe Premises, and in the event Lessee receives any bid, Lessee shall within five (5) Business Days after receipt thereof, and at least twenty (20) Business Days prior to the applicable Lease Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties (who shall not be Lessee Lessee, Guarantor or any Affiliate of Lessee or Guarantor or any Person with whom Lessee or Guarantor has an understanding or arrangement regarding their future use, possession or ownership of the AircraftPremises), but who may be any Financing PartyLessor or a Participant, any Affiliate Affiliates thereof, or any Person contacted by any Financing Party Participant (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, Unless pursuant to the terms of the bids submitted bid submitted, the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option as of the Lease Expiration Date, Date any Financing Party Participant may submit a bid to the Lessee not later than five (5) Business Days prior to the applicable Lease Expiration Date. Lessee shall bear its own expense and pay the reasonable expenses of Lessor and each Financing Party Participant in connection with any such bidding and sale process pursuant to this Section 23.1 22.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft the Premises in the condition required by Section 69.1 above and costs of repair and alterations for improvements desired by such buyer. None of the foregoing costs or expenses shall be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid for any Aircraftthe Premises. After the Lessee shall have certified to Lessor all bids received, if all such bids received on an all cash basis are for less than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant to the Sale Option as of the applicable Lease Expiration Date, any any Participant, any Affiliate thereof, or any Person contacted by any Participant may submit a further bid or bids to Lessee not later than five (5) Business Days prior to the Lease Expiration Date. On or before the Lease Expiration Date, so long as no Lease Event of Default or Lease Default shall have occurred and be continuing: (i) Lessor Lessee shall transfer all of LessorLessee's right, title and interest in the Aircraft so soldPremises, or cause such Aircraft the Premises to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing PartyParticipant, any Affiliate thereof or Person contacted by a Financing PartyParticipant, five (5)) Business Days) prior to such Lease Expiration Date, in the same manner and in the same condition and otherwise in accordance with all of the terms of this LeaseLese; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 23.2 22.2 hereof and the transfer provisions of Section 23.16 hereof in order to transfer Lessor's right, title and interest in and to the relevant Aircraft Premises for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 23.322.3 below. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 22.1 including the cost of sales agents retained by Lessee, Lessor or the Financing PartiesParticipants, improvements desired by the potential buyer, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, title insurance, certification and testing of the Premises, environmental audits, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft the Premises or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party Neither Lessor nor any Participant shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative AgentRequired Participants, engage in activities to market and sell the Aircraft at Lessee's cost and expensePremises. Any such activities undertaken by Lessor pursuant to this Section 23.1 22.1 shall not reduce Lessee's obligations under this Section 23.1 22.1 to use its best commercial efforts to sell the Aircraft Premises in accordance with the requirements of this Section 23Article XXII.

Sale Option Procedures. If Lessee elects Lessee’s effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) Lessee shall have given to Lessor and the Administrative Agent written notice of Lessee’s exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor, the Administrative Agent and the Participants and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than forty-five (45) days prior to the Expiration Date and addressed to each such party. Such Environmental Audit shall be prepared by an environmental consultant selected by Lessee, with the reasonable consent of Lessor, and shall contain conclusions satisfactory to the Participants and such purchaser as to the environmental status of the Leased Property. If the Leased Property is sold during the Extended Remarketing Period pursuant to Section 20.3, such Environmental Audit shall be updated to a date not later than forty-five (45) days prior to the date of such sale and shall be subject to the reevaluation of Lessor and, if applicable, the independent purchaser, on the same basis as provided for in the previous sentence. If any such Environmental Audit indicates any Environmental Violation with respect to the Leased Property, Lessee shall take such investigative, remedial or other actions as shall be necessary to cure any such Environmental Violation to the extent required by Environmental Laws, and Lessee shall cause to be delivered prior to the Expiration Date for the Leased Property a Phase Two environmental assessment by the same environmental professional that prepared the Environmental Audit or another environmental consultant selected by Lessee, with the reasonable consent of Lessor, and a written statement by such environmental professional indicating that all such Environmental Violations have been remedied in compliance with Applicable Laws. (i) No Event of Default, Default, Significant Environmental Event or Event of Loss shall have occurred and be continuing on or at any time following the date of Lessee’s notice of exercise of the Sale Option and (ii) prior to the exercise of the Sale Option, the Authority Lease shall have been, at Lessee’s sole cost and expense, terminated and Lessor shall be the leasehold owner of the Site (subject to the Ground Lease) and have title to the Improvements. (d) Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) Lessee shall have completed or caused to be completed all Modifications commenced prior to the Expiration Date, and Lessee shall have caused to be completed prior to the Expiration Date the repair and rebuilding of the affected portions of the Leased Property suffering a Casualty or Condemnation, (iii) there shall be no deferred maintenance in respect of the Leased Property, and (iv) Lessee shall have remediated any Environmental Violation, and taken all other actions necessary to fully address any outstanding Environmental Claim with respect to the Leased Property, each in accordance with the terms of this Lease. (e) Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, use commercially reasonable efforts to obtain the highest all cash purchase price for the purchase of such AircraftLeased Property. Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers, and in all marketing of the event Leased Property shall be at Lessee’s expense. Lessee receives shall, upon reasonable notice during normal business hours (subject to Lessee’s customary security and safety measures) upon request, permit inspection of the Leased Property and any bidLeased Property Records by Lessor, the Administrative Agent, any Participant and any potential purchasers, and shall otherwise do all things reasonably necessary to sell and deliver possession of the Leased Property to any purchaser. (f) Lessee shall use commercially reasonable efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property, which shall include Lessor and its Affiliates. No such purchaser shall be Guarantor, Lessee or any Subsidiary or Affiliate of Guarantor or Lessee. (g) Lessee shall within five (5) Business Days after receipt thereofsubmit all bids to Lessor, the Administrative Agent and the Participants, and at least twenty Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all‑cash basis unless Lessor and the Participants shall otherwise agree in their sole discretion. Lessee shall deliver to Lessor and the Required Participants not less than ninety (2090) Business Days days prior to the applicable Expiration DateDate a binding written unconditional (except as set forth below), certify irrevocable offer by such purchaser or purchasers offering the highest all‑cash bid to purchase all, but not less than all, of the Leased Property (unless otherwise agreed to by Lessor and the Required Participants). If Lessor in the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to Lessor in writing pursuant to clause (l) below from a proposed bid which Lessee desires to accept is less than the Fair Market Value, then Lessee’s rights hereunder shall be further conditioned upon Lessor’s receipt of an appraisal demonstrating that such proposed bid is for an amount and terms at least equal to the Fair Market Value of the Leased Property as established by such Appraisal. In such case then Lessor shall promptly following the receipt of such bid, engage an appraiser, reasonably satisfactory to Lessor and Lessee, at Lessee’s expense, to determine (by appraisal methods reasonably satisfactory to Lessor and the name and address Required Participants) the Fair Market Value of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option Leased Property as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to Lessor and each of the Lessee Participants not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None Any such appraisal shall be at the sole cost and expense of Lessee. Notwithstanding anything contained in this clause (g) to the contrary, in the event Lessor received a bona fide all cash offer from a credit worthy offeror (which shall include Lessor and any Affiliate thereof) for an amount equal to the Lease Balance (after deduction of all sales costs, expenses and related taxes and the Sale Option Recourse Amount paid by Lessee to Lessor), Lessor must sell the Leased Property for such amount to the extent the conditions therefor are satisfied. (h) In connection with any such sale of the foregoing costs Leased Property, Lessee will provide to the purchaser all customary “seller’s” indemnities (including, without limitation, an environmental indemnity to the extent the same is required by the purchaser), representations and warranties regarding title, absence of Liens (except Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens relating to the interest or expenses shall be deducted from rights of Lessee), (b), (c) or (g) of the Sale Proceeds or serve to reduce definition of “Permitted Liens”) and the purchase price to be paid for any Aircraftcondition of such Leased Property (including, without limitation, compliance with all Environmental Laws). After the Lessee shall have certified obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to Lessor all bids receivedcarry out and complete the transfer of the Leased Property. As to Lessor, if all any such bids received sale shall be made on an “as is, where is, with all cash faults” basis are for less without representation or warranty by Lessor, other than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant absence of Lessor Liens. Any agreement as to the Sale Option as of the applicable Expiration Date, anysuch sale shall be in form and substance satisfactory to Lessor. (i) Lessee shall pay or cause to be paid, directly, and not from the sale proceeds, any prorations, credits, costs, Impositions and expenses of or arising from the sale of the Leased Property, whether incurred by Lessor or Lessee, including the cost of all title insurance, surveys, environmental audits, appraisals, transfer taxes, Lessor’s reasonable attorneys’ fees, Lessee’s attorneys’ fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions. (j) Whether or not a sale of the Leased Property is completed on the Expiration Date, Lessee shall transfer all of Lessor's right, title and interest in the Aircraft so soldpay, or cause such Aircraft to be transferredpaid, to Lessor on or prior to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days Expiration Date (or in the case of a Financing PartySupplemental Rent, any Affiliate thereof to the Person entitled thereto) an amount equal to (i) the Sale Option Recourse Amount plus (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or Person contacted by a Financing Party, five (5) Business Days) will accrue prior to such or as of the Expiration Date, in the same manner and in the same condition and otherwise in accordance with all type of the terms of this Lease; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth funds specified in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and 3.4 hereof. (iiik) Lessee shall simultaneously pay to Lessor all on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Article XIII of the amounts required pursuant to Section 23.3. All reasonable costs related to Participation Agreement. (l) If a sale and delivery pursuant of the Leased Property is consummated on the Expiration Date, Lessee shall pay directly to this Section 23.1 including Lessor the cost of sales agents retained by Lessee, Lessor or gross proceeds (the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result “Gross Proceeds”) of such transfersale (i.e., legal without deduction for any marketing, closing or other costs, costs of notices, any advertisement prorations or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchasercommissions); provided, however, that Lessor and its designees may, at if the direction sum of (x) the Administrative Agent, engage in activities to market and sell Gross Proceeds from such sale plus (y) the Aircraft at Lessee's cost and expense. Any such activities undertaken Sale Option Recourse Amount received by Lessor pursuant to clause (j) plus (z) amounts received by Lessor pursuant to Section 13.2 of the Participation Agreement exceeds the Lease Balance for the Leased Property as of such date, then the excess shall be paid to Lessee on such Expiration Date. (m) Lessee shall, to the extent permitted by Applicable Laws, assign, and shall cooperate with all reasonable requests of Lessor or the purchaser for obtaining any and all licenses, permits, approvals and consents of any Governmental Authorities or other Persons that are or will be required to be obtained by Lessor or such purchaser in connection with its use, operation, control or maintenance of the Leased Property in compliance with Applicable Laws. If one or more of the foregoing provisions of this Section 23.1 20.1 shall not reduce be fulfilled as of the date set forth therein, then Lessor shall declare by written notice to Lessee the Sale Option to be null and void (whether or not it has been theretofore exercised by Lessee's obligations ), in which event all of Lessee’s rights under this Section 23.1 20.1 shall immediately terminate and Lessee shall be obligated to use its best commercial efforts purchase the Leased Property pursuant to sell Section 19.1(b) on the Aircraft Expiration Date. Except as expressly set forth herein, Lessee shall have no right, power or authority to bind Lessor in accordance connection with any proposed sale of the requirements of this Section 23Leased Property or the other Collateral.

Sale Option Procedures. If Lessee elects Lessee's effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) Lessee shall have given to Lessor and Lenders written notice of Xxxxxx's exercise of the Sale Option in accordance with SECTION 19.1. (b) Prior to the Expiration Date, Lessee shall use furnish to Lessor, Administrative Agent, the Participants and, the independent purchaser hereunder a reasonably current Environmental Audit dated no earlier than forty-five (45) days prior to the Expiration Date and addressed to each such party. Such Environmental Audit shall be prepared by an environmental consultant selected by Lessor in Lessor's discretion and shall contain conclusions satisfactory to the Participants and such purchaser as to the environmental status of the Leased Property. If any such Environmental Audit indicates any exceptions, Lessee shall take such remedial action as shall be necessary to enable delivery, and Lessee shall cause to be delivered prior to the Expiration Date, a Phase Two environmental assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Laws. (c) Lessor shall at Lessee's expense be entitled to perform such investigation, including obtaining reports of engineers and other experts as to the condition and state of repair and maintenance of the Leased Property required by this Lease and as to the compliance of the Leased Property with Applicable Laws and regulations including Environmental Laws, as it deems appropriate. Lessee, at its best commercial efforts sole cost and expense, shall cause the repair or other remediation of any discrepancies between the actual condition of the Leased Property and the condition required under this Lease, such repair or remediation to be completed not later than the Expiration Date. (d) No Event of Default or Default shall exist on or at any time following the date of the exercise of the Sale Option. (e) On the date of Xxxxxx's election of the Sale Option and upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by SECTION 9.1 and (ii) Lessee shall have completed or caused to be completed all Tenant Improvements, in accordance with the requirements set forth in the Participation Agreement, and Modifications commenced prior to the Expiration Date, and Lessee shall have caused to be completed prior to the Expiration Date the repair and rebuilding of the affected portions of the Leased Property suffering a Casualty or Condemnation. (f) Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, diligently pursue efforts to obtain the highest all cash purchase price for the purchase of such AircraftLeased Property. Lessee shall be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers, and all marketing of the Leased Property shall be at Lessee's expense. Lessee shall promptly upon request permit inspection of the Leased Property and any Leased Property Records by Xxxxxx, any Participant and any potential purchasers, and shall otherwise do all things necessary to sell and deliver possession of the Leased Property to any purchaser. (g) Lessee shall diligently pursue efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property. (h) Lessee shall submit all bids to Lessor and the Participants, and Lessor shall have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless Lessor and the Required Participants shall otherwise agree in their sole discretion. In the event Lessee receives any bid, Lessee shall within five (5) Business Days after receipt thereof, and at least twenty (20) Business Days prior to the applicable Lease Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties (who shall not be Lessee Lessee, Guarantor or any Lessee Group Affiliate of Lessee or any Person with whom Lessee, Guarantor or any Lessee Group Affiliate has an understanding or arrangement regarding their the future use, possession or ownership of the AircraftLeased Property), but who may be any Financing Partya Participant, any Affiliate thereof, or any Person contacted by any Financing Party Participant (other than any Person referred to in the foregoing parentheticalparenthetical clause) submitting such bid. Any If the Gross Proceeds to which Xxxxxx desires to accept is less than the Lease Balance, Xxxxxx's rights hereunder shall be further conditioned upon demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the Leased Property as established by the Appraisal described at SECTION 20.1(n) below. All bids shall be on an all-cash basis unless the Required Participants, each Administrative Agent and Lessee shall otherwise agree. (i) In connection with any such sale of Leased Property, Lessee shall provide to the purchaser all customary seller's indemnities, representations and warranties regarding title, absence of Liens (except Lessor Liens) and the condition of such Leased Property. Lessee shall have obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to carry out and complete the transfer of the Leased Property. As to Lessor, any Aircraft pursuant such sale shall be made on an "as is, with all faults" basis without representation or warranty by Lessor, other than the absence of Lessor Liens. Any agreement as to such sale shall be made subject to Xxxxxx's rights hereunder and shall be in form and substance reasonably satisfactory to Lessor. (j) Lessee shall pay or cause to be paid directly, and not from the sale proceeds, any prorations, credits, costs, Impositions and expenses of or arising from the sale of the Leased Property, whether incurred by Lessor or Lessee, including the cost of all title insurance, surveys, environmental reports, appraisals, transfer taxes, Lessor's reasonable attorneys' fees, Xxxxxx's attorneys' fees, commissions, escrow fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions. (k) On the Lease Expiration Date, Lessee shall pay to Lessor (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to (i) the Sale Option shall be completed on Recourse Amount PLUS (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration Date for such Aircraft. Unlessthe Leased Property, in the type of funds specified in SECTION 3.4 hereof. (l) Lessee shall pay to Lessor on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to the terms Article XII of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance Participation Agreement. (m) Upon consummation of a sale of the Aircraft being sold pursuant Leased Property, Lessee shall pay directly to Lessor the gross proceeds (the "GROSS PROCEEDS") of such sale (I.E., without deduction for any marketing, closing or other costs, prorations or commissions); PROVIDED, HOWEVER, that if the sum of (x) the Gross Proceeds from such sale PLUS (y) the Sale Option Recourse Amount received by Lessor pursuant to CLAUSE (k)(i) PLUS (z) amounts received by Lessor pursuant to Section 12.3 of the Participation Agreement exceeds the Lease Balance for the Leased Property as of such date, then the excess shall be paid to Lessee on such Expiration Date. (n) If the bid that Lessee proposes to accept and which Lessee submits pursuant to SECTION 20.1(g) is for an amount less than the Lease Balance, then Lessor shall promptly following the receipt of such bid, engage an appraiser, reasonably satisfactory to the Participants and Lessee, at Lessee's expense, to determine (by appraisal methods reasonably satisfactory to the Required Participants) the Fair Market Value of the Leased Property as of (i) the Expiration Date, Date and (ii) the first day of any Financing Party may submit a bid Lease Renewal Term in which the Sale Option is elected. The Appraiser's conclusion relating to the Lessee first day of the Lease Renewal Term shall be used in calculating the "Recourse Deficiency Amount." A copy of such appraisal shall be delivered to each of the Participants not later than five (5) Business Days prior to the applicable Expiration Date. Lessee The appraiser shall bear its own expense and pay be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6. None of the foregoing costs or expenses shall be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid for any Aircraft. After the and has been maintained in accordance with this Lease. (o) Lessee shall have certified obtained a waiver of the right to Lessor all bids received, if all such bids received on an all cash basis are for less than first negotiation contained in the aggregate outstanding Lease Balance for Meridian Deed that would apply in connection with Xxxxxx's sale of the Aircraft being sold Leased Property pursuant to the Sale Option Option. If one or more of the foregoing provisions shall not be fulfilled as of the applicable date set forth above with respect to the Leased Property, including Lessee's obligation at Section 20.1(g) to accept a bid for not less than the Fair Market Value of the Leased Property and sell the Leased Property on the Expiration Date, any (i) then Lessor shall transfer declare by written notice to Lessee the Sale Option to be null and void (whether or not it has been theretofore exercised by Lessee), in which event all of LessorLessee's rights under this SECTION 20.1 shall immediately terminate and Lessee shall be obligated to purchase the Leased Property pursuant to SECTION 18.2 on the Expiration Date. Except as expressly set forth herein, Lessee shall have no right, title and interest power or authority to bind Lessor in the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, connection with any Affiliate thereof or Person contacted by a Financing Party, five (5) Business Days) prior to such Expiration Date, in the same manner and in the same condition and otherwise in accordance with all proposed sale of the terms of this Lease; (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 23.3. All reasonable costs related to a sale and delivery pursuant to this Section 23.1 including the cost of sales agents retained by Lessee, Lessor or the Financing Parties, delivery of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement or other similar costs shall be borne entirely by the Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance with the requirements of this Section 23Leased Property.

Sale Option Procedures. If Lessee elects The Lessee's effective exercise and consummation of the Sale Option with respect to any Aircraftthe Leased Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Leased Property as of the dates set forth below. (a) The Lessee shall have given to the Lessor and the Administrative Agent written notice of the Lessee's exercise of the Sale Option in accordance with Section 19.1. (b) Prior to the Expiration Date, Lessee shall use its best commercial efforts furnish to Lessor, the Administrative Agent, the Participants and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current Phase I Environmental Site Assessment of the Leased Property dated no earlier than forty-five (45) days prior to the Expiration Date and addressed to each such party. Such Phase I Environmental Site Assessment shall be prepared by an environmental consultant selected by Lessor in Lessor's reasonable discretion and shall conclude that the Leased Property is free of Environmental Violations. If the Leased Property is sold during the Extended Remarketing period pursuant to Section 20.3, such Environmental Site Assessment shall be updated to a date not later than forty- five (45) days prior to the date of such sale and shall be subject to the reevaluation of the Participants and, if applicable, the independent purchaser, on the same basis as provided for in the previous sentence. If any such Phase I Environmental Site Assessment indicates any Environmental Violations, Lessee shall take such remedial action as shall be necessary to correct the same, and Lessee shall cause to be delivered prior to the Expiration Date for the Leased Property a Phase II environmental site assessment by such environmental consultant and a written statement by such environmental consultant indicating that all such exceptions have been remedied in compliance with Applicable Laws. (c) No Event of Default or Default shall exist on or at any time following the date of the exercise of the Sale Option. (d) Upon surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) the Lessee shall have paid for and completed or caused to be completed all Modifications required by Section 10.1 and all Modifications commenced prior to the Expiration Date, and Lessee shall have caused to be completed prior to the Expiration Date the repair and rebuilding of the affected portions of the Leased Property suffering a Casualty or Condemnation, (iii) there shall be no deferred maintenance in respect of the Leased Property, and (iv) Lessee shall have remediated any Environmental Violation in accordance with the terms of this Lease. (e) The Lessee shall, as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft Lessor, use reasonable commercial efforts to obtain the highest all cash purchase price for the purchase of such AircraftLeased Property. The Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective purchasers, and in all marketing of the event Leased Property shall be at Lessee's expense. The Lessee receives shall, upon reasonable notice during normal business hours (subject to Lessee's customary security and safety measures) upon request, permit inspection of the Leased Property and any bidLeased Property Records by the Lessor, any Participant and any potential purchasers, and shall otherwise do all things reasonably necessary to sell and deliver possession of the Leased Property to any purchaser. (f) The Lessee shall within five use reasonable commercial efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased Property. No such purchaser shall be the Lessee or any Subsidiary or Affiliate of the Lessee. (5g) Business Days after receipt thereofThe Lessee shall submit all bids to the Lessor and the Participants, and at least twenty the Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless the Lessor and the Required Participants shall otherwise agree in their sole discretion. The Lessee shall deliver to the Lessor and the Participants not less than ninety (2090) Business Days days prior to the applicable Expiration DateDate a binding written unconditional (except as set forth below), certify irrevocable offer by such purchaser or purchasers offering the highest all cash bid to purchase all, but not less than all, of the Leased Property (unless otherwise agreed to by the Lessor and the Required Participants). If Lessor in writing the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to the Lessor pursuant to clause (k) below from a proposed bid which the Lessee desires to accept is less than the lesser of (i) Fair Market Value or (ii) the Purchase Amount, then Lessor may condition its Obligation to accept any such bid and sell the Leased Property upon Lessor's receipt of an Appraisal demonstrating that such proposed bid is for an amount and terms at least equal to the lesser of (i) Fair Market Value or (ii) the Purchase Amount of the Leased Property as established by such Appraisal. In such case then Lessor shall promptly following the receipt of such bid, engage an appraiser, reasonably satisfactory to the name Required Participants and address Lessee, at Lessee's expense, to determine (by appraisal methods reasonably satisfactory to the Required Participants) the Fair Market Value of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option Leased Property as of the Expiration Date, any Financing Party may submit a bid . A copy of such appraisal shall be delivered to each of the Lessee Participants not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay The appraiser will be instructed to assume that the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft Leased Property is in the condition required by Section 6and has been maintained in accordance with this Lease. None Any such appraisal shall be at the sole cost and expense of Lessee. (h) In connection with any such sale of the foregoing costs Leased Property, the Lessee will provide to the purchaser all customary "seller's" indemnities, representations and warranties regarding title, absence of Liens (except Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens relating to the interest or expenses shall be deducted from rights of Lessee), (b), (c) or (g) of the Sale Proceeds or serve to reduce definition of "PERMITTED LIENS") and the purchase price to be paid for any Aircraftcondition of such Leased Property. After the The Lessee shall have certified obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made all filings as required by Applicable Laws in order to Lessor all bids receivedcarry out and complete the transfer of the Leased Property. As to the Lessor, if all any such bids received sale shall be made on an "as is, where is, with all cash faults" basis are for less without representation or warranty by the Lessor, other than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant absence of Lessor Liens. Any agreement as to such sale shall be in form and substance reasonably satisfactory to the Sale Option as of the applicable Expiration Date, anyLessor. (i) The Lessee shall pay or cause to be paid directly, and not from the sale proceeds, any prorations, credits, costs and expenses of or arising from the sale of the Leased Property or Taxes imposed on the sale of the Leased Property, whether incurred by the Lessor shall or the Lessee, including the cost of all title insurance, surveys, environmental audits, appraisals, transfer all of taxes, the Lessor's rightreasonable attorneys' fees, title the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and interest in all applicable documentary and other transfer and document taxes. (j) Whether or not a sale of the Aircraft so soldLeased Property is completed on the Expiration Date, or cause such Aircraft to be transferred, Lessee shall pay to the bidder, if any, which shall have submitted Lessor on or prior to the highest bid therefor at least twenty (20) Business Days Expiration Date (or in the case of a Financing PartySupplemental Rent, any Affiliate thereof to the Person entitled thereto) an amount equal to (i) the Sale Option Recourse Amount plus (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or Person contacted by a Financing Party, five (5) Business Days) will accrue prior to such or as of the Expiration Date, in the same manner and type of funds specified in the same condition and otherwise in accordance with all Section 3.4 hereof. (k) If a sale of the terms of this Lease; Leased Property is consummated on the Expiration Date, Lessee shall pay directly to Lessor the gross proceeds (ii) subject to the prior or current payment by the Lessee of all amounts due under clause (iii"GROSS PROCEEDS") of this sentence, Lessor shall comply with any conditions such sale to transfer set forth in Section 23.2 in order to transfer Lessor's right, title and interest in and to the relevant Aircraft for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required be applied pursuant to Section 23.3. All 5.3(d) of the Participation Agreement. (l) [Intentionally Deleted]. (m) The Lessee shall, to the extent permitted by Applicable Laws, assign, and shall cooperate with all reasonable costs related to a sale and delivery pursuant to this Section 23.1 including requests of the cost of sales agents retained by Lessee, Lessor or the Financing Partiespurchaser for obtaining any and all licenses, delivery permits, approvals and consents of documents, filing and documentary transfer fees, Taxes relating to or arising as a result of such transfer, legal costs, costs of notices, any advertisement Governmental Authorities or other similar costs shall Persons that are or will be borne entirely required to be obtained by the LesseeLessor or such purchaser in connection with its use, without regard to whether such costs were incurred by Lessoroperation, Lessee control or any potentially qualified buyer, and shall in no event be paid by the purchaser of any Aircraft or from any maintenance of the Sale Proceeds or as a reduction to the purchase price. No Financing Party shall have any responsibility for procuring any purchaser; provided, however, that Lessor and its designees may, at the direction of the Administrative Agent, engage Leased Property in activities to market and sell the Aircraft at Lessee's cost and expense. Any such activities undertaken by Lessor pursuant to this Section 23.1 shall not reduce Lessee's obligations under this Section 23.1 to use its best commercial efforts to sell the Aircraft in accordance compliance with the requirements of this Section 23Applicable Laws.