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

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

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 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) Lessee shall transfer all of Lessee's right, title and interest in the Premises, or cause the Premises to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) (or in the case of a Participant, any Affiliate thereof or Person contacted by a Participant, 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 Lese; (ii) subject to the prior or current payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall comply with any conditions to transfer set forth in Section 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 Premises for cash to such bidder; and (iii) Lessee shall simultaneously pay to Lessor all of the amounts required pursuant to Section 22.3 below. All costs related to a sale and delivery pursuant to this Section 22.1 including the cost of sales agents retained by Lessee, Lessor or the Participants, 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 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 the Premises or from any of the Sale Proceeds or as a reduction to the purchase price. 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 Required Participants, engage in activities to market and sell the Premises. Any such activities undertaken by Lessor pursuant to this Section 22.1 shall not reduce Lessee's obligations under this Section 22.1 to use its best commercial efforts to sell the Premises in accordance with the requirements of this Article 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 ‑32‑ 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. (c) (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 ‑33‑ 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 rights of Lessee), (b), (c) or (g) of the definition of “Permitted Liens”) and the condition of such Leased Property (including, without limitation, compliance with all Environmental Laws). 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 such sale shall be deducted made on an “as is, where 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 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 pay, or cause to be paid, to Lessor on or prior to the Expiration Date (or in the case of Supplemental Rent, to the Person entitled thereto) an amount equal to (i) the Sale Proceeds Option Recourse Amount plus (ii) all accrued and unpaid Rent (including Supplemental Rent, if any) and all other amounts hereunder which have accrued or serve will accrue prior to reduce or as of the purchase price Expiration Date, in the type of funds specified in Section 3.4 hereof. (k) 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 sale of the Leased Property is consummated on the Expiration Date, Lessee shall pay directly to Lessor the gross proceeds (the “Gross Proceeds”) of such sale (i.e., without deduction ‑34‑ for any Aircraft. After marketing, closing or other costs, prorations or commissions); provided, however, that if the Lessee shall have certified sum of (x) the Gross Proceeds from such sale plus (y) the Sale Option Recourse Amount received by Lessor pursuant to clause (j) plus (z) amounts received by Lessor all bids received, if all such bids received on an all cash basis are for less than pursuant to Section 13.2 of the aggregate outstanding Participation Agreement exceeds the Lease Balance for the Aircraft being sold pursuant 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 20.1 shall not 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), in which event all of Lessee’s rights under this Section 20.1 shall immediately terminate and Lessee shall be obligated to purchase the Leased Property pursuant to Section 19.1(b) on the Expiration Date. Except as expressly set forth herein, Lessee shall have no right, power or authority to bind Lessor in connection with any proposed sale of the applicable Expiration Date, anyLeased Property or the other Collateral. Section 20.2.

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 Units covered by Schedules as to which such option is exercised. All costs related to such sale and delivery, including, without limitation, the cost of sales agents, removal of the Units, provision of the Support Rights, delivery of documents and Units, certification and testing of the Units in any location chosen by the buyer or prospective buyer, legal costs, costs of notices, any advertisement or other similar costs, or other information and of any parts, configurations, repairs or modifications desired by a buyer or prospective buyer shall be borne entirely by Lessee, without regard to whether such Aircraftcosts were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from any of the event Lessee receives Proceeds. Lessor shall have no responsibility for procuring any bidpurchaser. If, nevertheless, Lessor undertakes any sales efforts, Lessee shall within five (5) Business Days after receipt thereofpromptly reimburse Lessor for any charges, costs and at least twenty (20) Business Days prior to the applicable Expiration Dateexpenses incurred in such effort, certify to Lessor in writing the amount including any allocated time charges, costs and terms expenses of such bid, the name and address of the party internal counsel 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 bidattorneys' fees. Any Upon a sale of any Aircraft pursuant to the Sale Option Option, the Units 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 6the Lease and shall be upgraded to the best available industry standards from time to time. None Lessor shall determine whether to accept the highest all cash offer for the Units. Any purchaser or purchasers of the foregoing costs or expenses Units shall not in any way be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid affiliated with Lessee. If for any Aircraft. After reason Lessee fails to provide 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 Support Rights pursuant to Paragraph M of this Appendix, Lessee's exercise of the Sale Option as of will be revoked and Lessee will be deemed to have elected the applicable Expiration Date, anyFixed Price Purchase Option.

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 all of the purchase of Lease Supplement Equipment then subject to such AircraftLease Supplement, and Lessee shall comply with Section 9.1 hereof. All costs related to such sale and delivery, including the reasonable cost of sales agents, removal of the Equipment, delivery of documents and the Equipment to any location designated by a buyer within the continental United States, certification, installation and testing of the Equipment in any location chosen by the buyer or prospective buyer, 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 Lessee, without regard to whether such costs were incurred by Agent, Lessor, Lessee or any potentially qualified buyer, and shall in no event Lessee receives be paid from any bidof the Proceeds. Neither Agent, Lessor nor any Participant shall have any responsibility for procuring any purchaser. If, nevertheless, Lessor, at the direction of the Required Participants, undertakes any sales efforts, Lessee shall within five promptly reimburse Agent, Lessor and/or any such Participant for any reasonable charges, costs and expenses incurred in such effort, including any allocated reasonable time charges, costs and expenses of internal counsel or other reasonable attorneys' fees. Upon a sale of any Lease Supplement Equipment pursuant to the Sale Option, such Lease Supplement Equipment shall be in the condition required by Section 5.3 and Liens for Taxes not yet due and payable (5which shall be the responsibility of Lessee for the period prior to the sale) Business Days after receipt thereofand 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 such Lease Supplement Equipment in accordance with the terms of 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 11.1(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 twenty ten (2010) Business Days prior to the applicable relevant Expiration Date, certify Date relating 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 a condition to the terms consummation of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding sale of such 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 Supplement Equipment on such Expiration Date. Lessee Any purchaser or purchasers of any Equipment shall bear its own expense and pay the reasonable expenses of Lessor and each Financing Party not in connection any way be affiliated 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, anyLessee.