Common use of Sale Procedure Clause in Contracts

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full to the Lessor of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. During (a) With respect to each Unit (unless Lessee shall have elected to (x) purchase such Equipment and has paid the period from the giving of notice relevant purchase price pursuant to Section 10.01(a20.1 or 20.2 with respect thereto, or (y) hereof until otherwise terminated this Lease and paid the Proposed Termination DateValue with respect thereto) Lessee shall (i) pay to Lessor the Final Rent Payment for such Unit as provided for in Section 21.1(c), and (ii) sell such Unit, to one or more third parties for cash in accordance with Section 21.1(b). (b) During the Marketing Period, Lessee, as non-exclusive agent nonexclusive broker for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on of each Unit, being sold for the Proposed Termination Date (highest price available in the relevant market, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for such Unit and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject a bid if such bid, together with any amounts to be paid pursuant to Section 21.3, is greater than or such earlier date as shall be consented equal to the sum of the Limited Deficiency Amount and all costs and expenses referred to in writing Section 21.2(i) and is a bona fide offer by the Lessor) a third party purchaser who is not an Affiliate of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by If the Lessee or any Person affiliated with the Lessee (or with whom or price which there is any arrangement or understanding as a prospective purchaser shall have offered to the subsequent use of the Aircraft by the Lessee pay for all or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Equipment is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Deficiency Amount and all other costs and expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented referred to in writing Section 21.2(i), Lessor may elect to retain the Equipment by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the LessorEquipment, the and upon receipt of such notice, Lessee shall deliver surrender the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Equipment to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)10.

Sale Procedure. During the period from the giving (a) With respect to each piece of notice Equipment (unless Lessee shall have elected to (x) substitute such Equipment pursuant to Section 10.01(a30, (y) hereof until purchase such Equipment and has paid the Proposed relevant purchase price pursuant to Section 20.1 or 20.2 with respect thereto, or (z) otherwise terminated this Lease and paid the Termination DateValue with respect thereto) Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount for such piece of Equipment as provided for in Section 21.1(c), and (ii) sell such piece of Equipment, to one or more third parties for cash in accordance with Section 21.1(b). (b) During the Marketing Period, Lessee, as non-exclusive agent nonexclusive broker for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on of each piece of Equipment, being sold for the Proposed Termination Date (highest price available in the relevant market, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for such piece of Equipment and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject a bid if such bid, together with any amounts to be paid pursuant to Section 21.3, is greater than or such earlier date as shall be consented equal to the sum of the Limited Deficiency Amount and all costs and expenses referred to in writing Section 21.2(i) and is a bona fide offer by the Lessor) a third party purchaser who is not an Affiliate of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by If the Lessee or any Person affiliated with the Lessee (or with whom or price which there is any arrangement or understanding as a prospective purchaser shall have offered to the subsequent use of the Aircraft by the Lessee pay for all or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Equipment is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Deficiency Amount and all other costs and expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented referred to in writing Section 21.2(i), Lessor may elect to retain the Equipment by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the LessorEquipment, the and upon receipt of such notice, Lessee shall deliver surrender the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Equipment to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)10.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and Lessee (the “Sale Date”) for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the Engines direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of one or more Properties shall be installed on paid by either (i) sales proceeds from the Airframe Properties, (provided that ii) Lessor (but only the Airframe may be sold extent amounts are available therefor with engines meeting respect to the requirements set forth herein for Replacement Engines Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in lieu of the Engines so long as Available Commitments and the aggregate number of Engines Available Holder Commitments to fund such costs and Replacement Engines being sold with the Airframe equals two). The Lessor mayexpenses) or (iii) Lessee; provided, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received amounts funded by the Lenders and the Holders with respect to such costs and expenses shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to such costs and expenses shall be a part of (and limited by) the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Maximum Residual Guarantee Amount. Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the bids submitted by Lessee if such bids, in the aggregate, are greater than or equal to the sum of the Limited Recourse Amount for all the Properties, and represent bona fide offers from one (1) or more third party purchasers. If the highest price which a prospective purchaser or the prospective purchasers shall have offered to pay for all the Properties on the Sale Date is less than the sum of the applicable Termination ValueLimited Recourse Amount for all the Properties or if such bids do not represent bona fide offers from one (1) or more third parties or if there are no bids, Lessor may elect to retain one or more of the Properties by giving Lessee prior written notice of Lessor’s election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be surrendered, each of the Properties specified in such notice in the condition required pursuant to Section 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee’s request and expense, to execute a contract of sale with respect to such sale, so long as the same is consistent with the terms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease, the aggregate amount Lien of any Make-Whole Premium Mortgage Lien and any Lessor Liens attributable to Lessor but without any warranties (of title or otherwise) except those contained in the special warranty Deeds and special warranty Bills of Sale referenced below, for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special warranty Deeds conveying each such Property (to the extent it is real property titled to Lessor) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens but without any other warranties (of title or otherwise); (b) a special warranty Xxxx of Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens but without any other warranties (of title or otherwise); (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed; (d) FIRPTA affidavits, as appropriate, and (e) an owner’s affidavit affirming that no labor has been performed at the direction of Lessor on the Property within one hundred twenty (120) days prior to the date of such sale (or if work has been performed certifying as to payment in full and/or waiving lien rights as to the Property) and any other similar affidavits or other documents reasonably and customarily required by the title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and the purchaser. No affidavit or other document required by any title company as referenced above shall require any representation, warranty or certification from Lessee beyond those to be addressed in the Deed and Xxxx of Sale referenced above. Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) retained by Lessor pursuant to an affirmative election made by Lessor (with consent of the Majority Secured Parties) pursuant to the second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all other expenses incurred the Properties less any sales proceeds received by the Lessor, and (y) Lessor shall transfer each applicable Property to Lessee in accordance with Section 20.2. (b) If the Owner Participant Properties are sold on a Sale Date to one (1) or more third party purchasers in accordance with the terms of Section 22.1(a) and the Indenture Trustee aggregate purchase price paid for all the Properties is less than the sum of the aggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the “Deficiency Balance”), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date all Rent and all other amounts then due and owing pursuant to the Operative Agreements and the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other amounts specified in connection with the salelast sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. Subject If one or more of the Properties are retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price all Rent and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds the Operative Agreements and upon discharge an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.

Sale Procedure. During (a) If Lessee properly elects the period from Sale Option, during the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of any of the Properties (with respect to which the Sale Option has been elected) in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to the Engines shall be installed on Agent the Airframe sum of all reasonable costs and expenses incurred by Lessor and/or the Agent (provided that as the Airframe case may be sold be) in connection with engines meeting the requirements set forth herein for Replacement Engines in lieu such sale of the Engines so long as the aggregate number of Engines Properties, all Rent then due and Replacement Engines being sold with the Airframe equals two)payable or accrued under this Lease and/or any other Operative Agreement. The Lessor may, if it desires to do so, seek to obtain may reject any and all bids (and retain such bids. The Owner Participant shall not inspect any bids received by the Lessee Property) with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid Property which is less than the sum Limited Recourse Amount and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject any bid submitted by Lessee if such bid would result in the full repayment of the applicable Limited Recourse Amount for such Property, and represents a bona fide offer from one (1) or more third party purchasers. If the highest price (net of Remarketing Expense) which a prospective purchaser or the prospective purchasers shall have offered to pay for any such Property on the Sale Date would not result in the full payment of the Limited Recourse Amount for such Property or if such bid does not represent a bona fide offer from one (1) or more third parties or if there are no bids, then Lessee shall pay the Maximum Residual Guarantee Amount and shall surrender, or cause to be surrendered, each such Property in accordance with the terms and conditions of Section 10.1 each on or before the Expiration Date and if Lessee should fail to timely pay such amount Lessee shall purchase (or cause its designee to purchase) all such Properties on the Expiration Date in accordance with Section 20.2. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease, the Liens of the Credit Documents and any other Operative Agreement and any Lessor Liens, without recourse or warranty (of title or otherwise), for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) a special or limited warranty Deed or its local law equivalent conveying each such Property or the local law equivalent (to the extent it is real property) to the appropriate purchaser free and clear of the Lien of this Lease, the Liens of the Credit Documents and the other Operative Agreements and any Lessor Liens; (b) a Bill of Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Liens of the Credit Documents and the other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit required by law to be executed by Lessor and filed in order to record the Deed; (d) FIRPTA affidavits and (e) such other documents as the Lessee or the Agent shall reasonably request, in form and substance acceptable to each of Lessee and the Agent in each party's sole discretion, to facilitate the conveyance of the Properties in accordance with the Operative Agreements. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and the Agent. Lessee shall surrender each such Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Neither Lessor nor Lessee shall take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. If any Property is neither (i) sold on the Sale Date in accordance with the terms of this Section 22.1, nor (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then Lessee shall pay the Maximum Residual Guarantee Amount and shall surrender, or cause to be surrendered, each such Property in accordance with the terms and conditions of Section 10.1 each on or before the Expiration Date and if Lessee should fail to timely pay such amount Lessee shall purchase (or cause its designee to purchase) all such Properties on the Expiration Date in accordance with Section 20.2. (b) In the event Lessee shall have elected the Sale Option, Lessee hereby unconditionally promises to pay to Lessor on the Sale Date, the Maximum Residual Guarantee Amount. On the Sale Date if (x) Lessor receives the aggregate Termination Value for any of the Properties from one (1) or more third party purchasers and (y) Lessor and such other parties receive all other amounts specified in the last sentence of the first paragraph of Section 22.1(a) then Lessee may retain any excess above Termination Value, . If one or more of the aggregate amount of any Make-Whole Premium and all other expenses incurred Properties is retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date all Basic Rent and Supplemental Rent (exclusive of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu a payment of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the EnginesTermination Value) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereofand, at a location specified by such bidderwithout duplication, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge the Operative Agreements and, without duplication, an amount equal to the Maximum Residual Guarantee Amount for each Property so retained. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made, without duplication, together with a payment of all Rent and all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.

Sale Procedure. (a) Unless Lessee shall have elected (or is deemed to have elected) to purchase the Property and has paid the Purchase Option Price or BI Purchase Option Price, or otherwise terminated this Lease and paid the Termination Value (in which case Lessor shall comply with the provisions of Section 19.1), Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount as provided for in Section 21.1(c), and (ii) market the Property for sale, as a whole, to a third party for cash in accordance with Section 21.1(b). (b) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent nonexclusive broker for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination DateProperty for its Fair Market Sales Value, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu notify Lessor promptly of the Engines so long as name and address of each prospective purchaser and the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires cash price which each prospective purchaser shall have offered to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting pay for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft Property and if such notice has been given, the Lessee will shall provide the Lessor with copies of such additional information about the bids received by and the Lesseebid solicitation procedure as Lessor may request from time to time. No bid may be submitted by Lessor and/ or the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee Investors may reject any and all bids and Lessor may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject a bid if such bid, together with any amounts to be paid pursuant to Section 21.3, is greater than or equal to the sum of the Limited Deficiency Amount and all costs and expenses referred to in Section 21.2(i) and is a bona fide offer by a third party purchaser who is not an Affiliate of Lessee. If the price which is a prospective purchaser shall have offered to pay for the Property is, together with any amounts to be paid pursuant to Section 21.3, less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Deficiency Amount and all other costs and expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented referred to in writing Section 21.2(i), Lessor may elect to retain the Property by giving Lessee at least two (2) days' prior written notice of Lessor's election to retain the LessorProperty, the and upon receipt of such notice, Lessee shall deliver surrender the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Property to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10.2. Unless Lessor shall duly transfer have elected to retain the Property pursuant to the preceding sentence, Lessor title to any such engines not owned by shall sell the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge Property free of the Lien of this Lease, the Indenture Lien of the Operative Agreements and the Mortgage and any Lessor Liens, without recourse or warranty, for cash to the purchaser identified by Lessee or Lessor, as the case may be, in accordance with Article XIV thereofclauses (i) through (iv) of Section 19.1; provided, sell the Airframe however, Lessee shall make such representations and Engines or engines warranties to such bidder without recourse purchaser as are customary for properties of similar size and use in the State of California. Lessee shall surrender the Property so sold to each purchaser in the condition specified in Section 10.2. (c) On the date during the Marketing Period on which the Property is sold or warranty (except as surrendered to Lessor pursuant to Section 21.1(b), or on the absence of Lessor's Liens)Maturity Date if the Property remains unsold, Lessee shall pay to Lessor the Maximum Residual Guarantee Amount, whereupon Lessor and SPC shall cancel the Guarantee.

Sale Procedure. (a) With respect to each Property, at the -------------- expiration of the Term, unless Lessee shall have elected to purchase such Property and has paid the Purchase Option Price with respect thereto, or otherwise terminated this Lease with respect thereto and paid the Termination Value with respect thereto, Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount for such Property, and (ii) to the extent that Lessor has not elected to retain the Property, sell such Property to one or more third parties for cash in accordance with Section 21.1(b). (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent nonexclusive broker for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on of each Property being sold for the Proposed Termination Date (highest price available in the relevant market, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, -------- however, that notwithstanding the foregoing, Lessor may not reject a bid if such ------- bid, together with any amounts to be paid pursuant to Section 21.3, is greater than or such earlier date as shall be consented equal to the sum of the Limited Deficiency Amount and all costs and expenses referred to in writing Section 21.2(i) and is a bona fide offer by the Lessor) a third party purchaser who is not an Affiliate of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by If the Lessee or any Person affiliated with the Lessee (or with whom or price which there is any arrangement or understanding as a prospective purchaser shall have offered to the subsequent use of the Aircraft by the Lessee pay for all or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable Termination ValueLimited Deficiency Amount and all costs and expenses referred to in Section 21.2(i), Lessor may elect to retain the aggregate amount Property by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the Property, and upon receipt of such notice, Lessee shall surrender the Property to Lessor pursuant to Section 10.1(c). Unless Lessor shall have elected to retain the Property pursuant to the preceding sentence, Lessor shall sell the Property free of any Make-Whole Premium and all other expenses incurred Lessor Liens attributable to it, without recourse or warranty, for cash to the purchaser or purchasers identified by the Lessee or Lessor, as the Owner Participant case may be. Lessee shall surrender the Property so sold to each purchaser in the condition specified in Section 10.1. (b) On each date during the Marketing Period on which a Property is sold pursuant to Section 21.1(b), and on the Indenture Trustee in connection Maturity Date with respect to any Properties remaining unsold, Lessee shall pay to Lessor the sale. Subject Maximum Residual Guarantee Amount for such Property. (c) If within six (6) months after the expiration of the Term, Lessor shall sell all of the Properties, then to the provisions of Section 10.02 hereof, on extent net sale proceeds from the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the EnginesProperties are available after payment (i) to the bidder which shall have submitted the highest cash bid (whether certified Indemnified Parties of all costs, expenses, fees, commissions, transfer taxes and recording costs with respect to the Lessor operation, maintenance, repair, transfer, sale, financing and administration of the Properties incurred by the Lessee or directly received by the Lessor and certified any Indemnified Party, (ii) to the LesseeLenders of the outstanding amount of the Tranche B Notes and any and all accrued and unpaid interest thereon at the Overdue Rate or otherwise, and (iii) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full Investors of the bid price unreturned Investor Contribution and any and all amounts due accrued and owing pursuant unpaid Investor Return thereon at the Overdue Rate or otherwise, such excess proceeds shall be paid to Section 10.01(cLessee within thirty (30) hereof by wire transfer of immediately available funds and upon discharge days after the sale of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)last Property.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Date (Expiration date or such earlier date as is acceptable to the Agent and the Lessee (the "Sale Date") for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Proposed Termination Sale Date, the Engines all Properties then subject to this Lease shall be installed sold for one aggregate cash price amount for all such Properties, without differentiation of such amount on a Property-by-Property basis. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Airframe Sale Date, Lessee shall pay (provided that or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu direction of the Engines so long as Agent) shall elect whether the aggregate number costs and expenses incurred by Lessor and/or the Agent respecting the sale of Engines one or more Properties shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and Replacement Engines being sold with the Airframe equals two). The Lessor mayAvailable Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs and expenses) or (iii) Lessee; provided, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received amounts funded by the Lenders and the Holders with respect to such costs and expenses shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to such costs and expenses shall be a part of (and limited by) the AircraftMaximum Residual Guarantee Amount. 1. If Lessor does not elect to retain all the Properties, unless then Lessee shall cause the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any sale of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase all of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may Properties to be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, completed on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe this Section 22.1 and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).the

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all of the Properties in connection with a sale to one or more purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraft. On name and address of each prospective purchaser and the Proposed Termination Date, the Engines cash price which each prospective purchaser shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires have offered to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting pay for the Owner Participant or Properties and shall provide Lessor with such Affiliate will submit a additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the highest bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Properties submitted by the Lessee if such bid is greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft by Limited Recourse Amount for the Lessee Properties, plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2 and represent bona fide offers from one or any of its Affiliatesmore third party purchasers and provided further, that Lessor may not reject a bid from the Houston Purchaser (defined below) with respect to all Property located in Houston, Texas, or any agent or Person acting on behalf a bid from the Topeka Purchaser (defined below) with respect to all Property located in Topeka, Kansas in each case if and only if each of the Lesseefollowing conditions in clauses (y) and (z) are met: (y) such bid is at least equal to the Termination Value of such Property (whether or not it is the highest bid for such Property), plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2 related to such Property. The Lessee may reject any bid If the price which a prospective purchaser or purchasers shall have offered to pay for the Property is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Recourse Amount plus all reasonable costs and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee referred to in connection with the sale. Subject to the provisions clause FIRST of Section 10.02 hereof, on 22.2 and represents a bona fide offer from such purchaser and (z) with respect to all Properties other than such Property (the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor“Other Properties”), the Lessee shall deliver has received (and the Airframe which shall have Lessor has accepted) bids from one or more prospective purchasers, such bids are greater than or equal to the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu sum of the Engines so long as Limited Recourse Amounts for the aggregate number Other Properties, plus all reasonable costs and expenses referred to in clause FIRST of Engines Section 22.2, Lessor may elect to retain the Properties by giving Lessee prior written notice of Lessor’s election to retain the Properties, and Replacement Engines being delivered with the Airframe equals two and the upon receipt of such notice, Lessee shall comply with surrender the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Properties to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10.1. Unless Lessor shall duly transfer have elected to retain the Properties pursuant to the preceding sentence, Lessee shall arrange for Lessor title to any such engines not owned by sell the Lessor, Properties free and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the “Sale Date”) to the absence of purchaser or purchasers identified by Lessee or Lessor's Liens)., as the case may be; provided, however, solely as

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Date (or such earlier date as Sale Date, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor or the Engines Agent, as appropriate, the sum of all reasonable costs and expenses incurred by Lessor and/or the Agent (as the case may be) in connection with such sale of the Property, all Rent then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject any bid submitted by Lessee if such bid is greater than or equal to the Limited Recourse Amount for the Property, and represents a bona fide offer from one (1) or more third party purchasers. If the highest price which a prospective purchaser or the prospective purchasers shall be installed have offered to pay for the Property on the Airframe Sale Date is less than the Limited Recourse Amount for the Property or if such bid does not represent a bona fide offer from one (provided that the Airframe 1) or more third parties or if there are no bids, Lessee may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu withdraw its exercise of the Engines Sale Option and exercise Lessee’s Purchase Option by purchasing the Property on such Sale Date in accordance with Section 20.2, failing which Lessor may elect to retain the Property, subject to Section 22.6, by giving Lessee prior written notice of Lessor’s election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be surrendered, the Property in accordance with the terms and conditions of Section 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee’s request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain the Property pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Property free and clear of the Lien of this Lease, the Liens of the Security Documents and any other Operative Agreements and any Lessor Liens, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the cost and expense of Lessor such Lessor Lien by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated appropriate proceedings in which event (with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf consent of the Lessee, but without penalty or cost to Lessee) the Sale Date shall be delayed for the period of such contest. The To effect such transfer and assignment, Lessor shall execute, acknowledge 1. Neither Lessor nor Lessee may reject shall take or fail to take any bid action which would have the effect of unreasonably discouraging bona fide third party bids for the Property. If the Property is neither (i) sold on the Sale Date in accordance with the terms of this Section 22.1, nor (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then Lessee shall pay on the Expiration Date a Supplemental Rent payment equal to the Maximum Residual Guarantee Amount plus all accrued Basic Rent and any Supplemental Rent then due and payable and Section 22.6 shall apply. (b) If the Property is sold on the Sale Date to a third party purchaser in accordance with the terms of Section 22.1(a) and the purchase price paid for the Property is less than the sum Termination Value (hereinafter such difference shall be referred to as the “Deficiency Balance”), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for the Property. On a Sale Date if Lessor receives the Termination Value for the Property, then Lessee may retain the excess of the applicable net sale proceeds of the Property over the Termination Value, . If the aggregate amount of any Make-Whole Premium and all other expenses incurred Property is retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof, 22.1(a) (in which case Section 22.6 shall apply) then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Property. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all Basic Rent and Supplemental Rent accrued and/or due and payable on or prior to the Expiration Date. (c) In the event that the Property is either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain the EnginesProperty for the purpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of the Property for its intended purpose or otherwise as Lessor pursuant or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to Article 12 hereofeffectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), at a location specified as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such bidderthird party purchaser(s), as applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the Lessor title to nature of security) without payment of any such engines not owned by the Lessorfee, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines cost or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)other charge.

Sale Procedure. (i) Provided that no Default attributable to Lessee or Lease Event of Default shall have occurred and be continuing, at the expiration of the Term, unless Lessee shall have (A) elected to extend the Expiration Date and the Expiration Date shall have been so extended, (B) elected (or be deemed to have elected) to purchase the Properties or (C) otherwise terminated this Lease with respect thereto and paid the Lease Balance, Lessee may, upon no less than 180 days and no more than 270 days written notice to the Participants, elect to have the Properties remarketed, and (ii) if Lessee elects to have the Properties remarketed Lessee shall (x) pay to Lessor the Maximum Residual Guarantee Amount or Permitted Lease Investment Balance, as the case may be, for the Properties (offsetting, at the option of Lessor, against such amount the aggregate amount of the Pledged Collateral), and (y) sell the Properties to one or more third parties for cash in accordance with SECTION 21.1(B). (b) During the period from Marketing Period, if Lessee elects to have the giving of notice Properties remarketed pursuant to this Section 10.01(a) hereof until or is required to remarket the Proposed Termination DateProperties pursuant to Sections 4.2 or 5.5 of the Construction Agency Agreement or SECTION 16.1 or 17.2, Lessor shall either remarket the Properties itself or direct Lessee to conduct the remarketing. If Lessor so directs, Lessee, as non-exclusive nonexclusive agent for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On Properties for the Proposed Termination Datehighest price available in the relevant market, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu notify Lessor promptly of the Engines so long name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids and conducting the remarketing by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject a bid if such bid is greater than or equal to the difference between (i) the Lease Balance and (ii) the Maximum Residual Guarantee Amount or Permitted Lease Investment Balance, if any, as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor maycase may be, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received paid by the Lessee with respect to the Aircraftand all costs and expenses of sale (including, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been givenapplicable, the Lessee will provide Lessor Remarketing Fee) (such amount, the Lessor with copies "MINIMUM BID AMOUNT"), and is a bona fide offer by a third party purchaser who is not an Affiliate of bids received by the Lessee. No bid may be submitted by If the Lessee or any Person affiliated with the Lessee (or with whom or price which there is any arrangement or understanding as a prospective purchaser shall have offered to the subsequent use of the Aircraft by the Lessee pay for all or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum Minimum Bid Amount, or if no bid is received, Lessor may elect to retain the Properties or any of them after the end of the applicable Termination ValueMarketing Period by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the Properties or any of them, and upon receipt of such notice, Lessee shall surrender such Properties to Lessor pursuant to Section 10.1(c). Unless Lessor shall have elected to retain the Properties or any of them pursuant to the preceding sentence, Lessor shall sell the Properties free of any Lessor Liens attributable to it, without recourse or warranty, for cash to the purchaser or purchasers identified by Lessee or Lessor, as the case may be, and Lessee shall surrender the Properties to such purchaser in the condition specified in SECTION 10.1. (c) On the date during the Marketing Period on which the Properties are sold pursuant to SECTION 21.1(B), or on the Maturity Date if the Properties remain unsold, Lessee shall pay to Lessor the Maximum Residual Guarantee Amount or Permitted Lease Investment Balance, as the case may be, for the Properties (offsetting, at the option of Lessor, against such amount the aggregate amount of the Pledged Collateral) plus all accrued and unpaid Capitalized Interest, Capitalized Holder Yield and Basic Rent plus any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts Supplemental Rent due and owing pursuant to Section 10.01(c) hereof by wire transfer on such date of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines purchase or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)payment.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Agent (provided that as the Airframe case may be sold be) in connection with engines meeting such sale of one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement (including, without limitation, the requirements set forth herein Termination Value for Replacement Engines in lieu all Properties). 1. Upon acceptance of the Engines any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale and any amendments thereto with respect to such sale, so long as the aggregate number of Engines such contract and Replacement Engines being sold amendments are consistent with the Airframe equals twoterms of this Article 22 and provide by their terms that they are nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise, except for a warranty of title pursuant to a special or limited warranty deed). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special ors limited warranty Deeds conveying each such Property (to the extent it is real property titled to Lessor) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any bids received Lessor Liens; (b) a Bxxx of Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed; (d) FIRPTA affidavits, as appropriate (e) any assignments or other transfer instruments reasonably requested by the Lessee with respect purchaser to transfer leases, contracts, licenses, permits, warranties, guaranties and similar rights and agreements; (f) seller's title affidavits to the Aircraft, unless the Owner Participant has given to the Lessee binding title company and irrevocable notice (g) such other documents that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid are customary for the purchase and sale of real and personal property in the jurisdiction where each Property is located. All of the Aircraft foregoing documentation must be in form and if such notice has been given, the Lessee will provide the substance reasonably satisfactory to Lessor with copies of bids received by the and Lessee. No bid Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be submitted by agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the Lessee or effect of unreasonably discouraging bona fide third party bids for any Person affiliated Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the Lessee terms of this Section 22.1, or (or with whom or which there is any arrangement or understanding as ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the subsequent use second sentence of the Aircraft by second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received, and (y) Lessor shall transfer each applicable Property to Lessee or any of its Affiliatesin accordance with Section 20.2. (b) If the Properties are sold on a Sale Date to one (1) or any agent or Person acting on behalf more third party purchasers in accordance with the terms of Section 22.1(a) and the Lessee. The Lessee may reject any bid which aggregate purchase price paid for all the Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the aggregate amount of any Make-Whole Premium Sale Date all Rent and all other expenses incurred by amounts then due and owing pursuant to the Lessor, the Owner Participant Operative Agreements and the Indenture Trustee lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other amounts specified in connection with the salelast sentence of the first paragraph of Section 22.1 (a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. Subject If one or more of the Properties are retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price all Rent and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds the Operative Agreements and upon discharge an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with copies or originals reasonably acceptable to the Agent (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose. All assignments of licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall assign such licenses, easements, agreements and other deliveries (including without limitation both primary assignments and assignments given in the nature of security) to the extent assignable without payment of any fee, cost or other charge.

Sale Procedure. (a) During the period from the giving Marketing Period, Lessee, on behalf of notice any assignee of Lessee pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for 25.1 or the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all of the Properties in connection with a sale to one or more purchasers to be consummated on the Proposed Termination Expiration Date for the highest price available (or such earlier date as subject to the proviso in the next sentence), shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the Proposed Termination Dateforegoing, Lessor may not reject the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Properties submitted by the Lessee if such bids, in the aggregate, are greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf Limited Recourse Amount for all of the LesseeProperties, 29 plus all amounts, if any, referred to in clause FIRST of Section 22.2 and represent bona fide offers from one or more third party purchasers. The Lessee may reject any bid If the price which a prospective purchaser or purchasers shall have offered to pay for the Properties is less than the sum of the applicable Termination ValueLimited Recourse Amount plus all costs and expenses referred to in clause FIRST of Section 22.2, Lessor may elect to retain all the Properties by giving Lessee prior written notice of Lessor's election to retain the Properties, and upon receipt of such notice, Lessee shall surrender, or cause to be surrendered, the aggregate amount Properties to Lessor pursuant to Section 10.1. Unless Lessor shall have elected to retain the Properties pursuant to the preceding sentence, Lessee shall arrange for Lessor to sell the Properties, for cash on the Expiration Date to the purchaser or purchasers identified by Lessee or Lessor, as the case may be. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the following: (i) a special or limited warranty Deed conveying the Property (to the extent it is real property) to the purchaser or purchasers free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Make-Whole Premium Lessor Liens; (ii) a Bxxx of Sale conveying the Property (to the extent it is personal property) to the purchaser or purchasers free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (iii) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed; and (iv) a FIRPTA affidavit. Lessee shall surrender, or cause to be surrendered, the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10. 1. Neither party shall take any action or fail to take any action (where action is required under the Operative Agreements) which would have the effect of discouraging bona fide third party bids for any Property. If all other expenses incurred of the Properties are not either (i) sold on the Expiration Date in accordance with the terms of this Section 22.1, or (ii) retained by the LessorLessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of this Section 22.1(a), then the Owner Participant Lessee shall be obligated to pay the Lessor on the Expiration Date an amount equal to the Termination Value for all of the Properties (plus all Rent and other amounts then due and payable under this Lease and any other Operative Agreements) in accordance with the terms of Section 20.2. (b) If the Properties are sold on the Expiration Date to one or more third party purchasers in accordance with the terms of Section 22.1(a) and the Indenture Trustee aggregate purchase price paid for the Properties minus the sum of all amounts, if any, referred to in clause FIRST of Section 22.2 is less than the sum of the aggregate Termination Values for all of the Properties plus all Rent and other amounts then due and payable under this Lease and under any other Operative Agreements (hereinafter such difference shall be referred to 30 as the "Deficiency Balance"), then the Lessee hereby unconditionally promises to pay to the Lessor on the Expiration Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all of the Properties. If the Properties are retained by the Lessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of Section 22.1(a), then the Lessee hereby unconditionally promises to pay to the Lessor on the Expiration Date an amount equal to the aggregate Maximum Residual Guaranty Amounts for all of the Properties. (c) In the event the Properties are either sold to a third party purchaser on the Expiration Date or retained by the Lessor in connection with an affirmative election by the Lessor pursuant to the third sentence of Section 22.1(a), then in either case on the Expiration Date the Lessee shall provide, or cause to be provided, Lessor or such third party purchaser, with (i) all permits, certificates of occupancy, governmental licenses and authorizations (to the extent such licenses or authorizations are transferable) necessary to use and operate such Property for its intended purposes, (ii) such easements, licenses, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the sale. Subject use, repair, access to or maintenance of such Property for its intended purpose or otherwise as the provisions of Section 10.02 hereofLessor shall reasonably request, on the Proposed Termination Date and (iii) a services agreement covering such services as Lessor or such earlier date third party purchaser may request in order to use and operate the Property for its intended purposes at such rates (not in excess of sale arm's-length fair market rates) as shall be consented acceptable to Lessee and Lessor or such third party purchaser. All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified form satisfactory to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner such third party purchaser, as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidderapplicable, and shall duly transfer to be fully assignable (including both primary assignments and assignments given in the Lessor title to nature of security) without payment of any such engines not owned by the Lessorfee, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines cost or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)other charge.

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Make- Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full to the Lessor of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all of the Properties in connection with a sale to one or more purchasers (other than Lessee or any Subsidiary or Affiliate of Lessee) to be consummated on the Proposed Termination Applicable Expiration Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; PROVIDED, HOWEVER, that notwithstanding the Proposed Termination Dateforegoing, Lessor may not reject the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any highest bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Properties submitted by the Lessee if (i) such bids, in the aggregate, are greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination ValueLimited Recourse Amount for all of the Properties, the aggregate amount plus all reasonable costs and expenses referred to in clause FIRST of SECTION 22.2, and represent bona fide offers from one or more third party purchasers, and (ii) prior to Lessor's acceptance of any Make-Whole Premium and all other expenses incurred by such bid, Lessee 1. Unless Lessor shall have elected to retain the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Properties pursuant to the provisions of Section 10.02 hereofpreceding sentence, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver arrange for Lessor to sell the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines Properties free and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the "Sale Date") to the purchaser or purchasers identified by Lessee or Lessor, as the case may be; PROVIDED, HOWEVER, solely as to Lessor or the absence Trust Company, in its individual capacity, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently contesting such Lessor Lien by appropriate proceedings in good faith; and PROVIDED FURTHER that Lessor shall have no obligation to sell any Property if a Lease Event of Lessor's Liens)Default has occurred and is continuing on the Date of the Election Notice or the Sale Date. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in SECTION 10. 1. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. Lessor shall have no obligation to sell any Property on the Sale Date unless all of the Properties are sold (and Lessor has received full payment therefor in cash in the amount required pursuant to this SECTION 22.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and the Lessee (the "Sale Date") for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Proposed Termination Sale Date, the Engines all Properties then subject to this Lease shall be installed sold for one aggregate cash price amount for all such Properties, without differentiation of such amount on a Property-by-Property basis. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Airframe Sale Date, Lessee shall pay (provided that or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu direction of the Engines so long as Agent) shall elect whether the aggregate number costs and expenses incurred by Lessor and/or the Agent respecting the sale of Engines and Replacement Engines being sold with one or more Properties shall be paid by either (i) sales proceeds from the Airframe equals two). The Properties, (ii) Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by (but only the Lessee extent amounts are available therefor with respect to the AircraftAvailable Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs and expenses) or (iii) Lessee; provided, unless amounts funded by the Owner Participant has given Lenders and the Holders with respect to such costs and expenses shall be added to the Lessee binding and irrevocable notice that neither the Owner Participant nor any Property Cost of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been giveneach applicable Property; provided, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Valuefurther, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).funded by

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, at the Lessee's expense, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date of sale as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination DateDate (or such earlier date of sale), the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals twothree). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not may inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding Aircraft and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will may submit a bid for the purchase of the Aircraft and if such notice has been given, the Aircraft. The Lessee will provide the Lessor with copies of bids received by the Lessee promptly upon the Lessee's receipt thereof. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two three and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest (evaluated on an After-Tax Basis, taking into account FSC Benefits (as defined in the Tax Indemnity Agreement) actually available, if any) cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner and condition as if delivery were made to the Lessor pursuant to Article 12 hereof, hereof at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment to the Lessor in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV 7 thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's LiensLiens (it being understood that, in connection with such transfer, the Owner Participant shall be responsible for removal of Lessor's Liens attributable to it, FSB shall be responsible for removal of Lessor's Liens attributable to it and the Owner Trustee shall be responsible for removal of Lessor's Liens attributable to the Owner Trustee, all in accordance with Section 7.03(b) or 7.04(b) as the case may be, of the Participation Agreement)).

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the LesseeLessee that has executed a Lease Supplement respecting one or more Properties for which the Sale Option has been elected, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of such Property or Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (for the highest price available, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than the applicable Lessee or such earlier date as shall be consented any Affiliate of the applicable Lessee. Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to in writing that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the bids for any Property submitted by the Lessor) applicable Lessee if such bids, in the aggregate, are greater than or equal to the sum of the AircraftLimited Recourse Amount for such Property plus Closing Costs related to the sale of such Property, and represent bona fide offers from one (1) or more third party purchasers. On If the Proposed Termination Datehighest price which a prospective purchaser or the prospective purchasers shall have offered to pay for 10.1. Upon acceptance of any bid, Lessor agrees, at the Engines shall be installed on the Airframe (provided that the Airframe may be sold applicable Lessee's request, to execute a contract of sale with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, the applicable Lessee shall arrange for Lessor to sell each other Property for which the Sale Option has been elected and a bid has been accepted free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise), for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by the applicable Lessee or Lessor, as the case may be; provided, however, solely as to Lessor or the Trust Company, in its individual capacity, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to the applicable Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying each such Property (to the extent it is real property titled to Lessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Xxxx of Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. The Lessor mayapplicable Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, if it desires to do so, seek to obtain or in such bidsother condition as may be agreed between the applicable Lessee and such purchaser. The Owner Participant applicable Lessee shall not inspect take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids received for any Property. In the event any Property for which the Sale Option has been elected has not been sold by the Expiration Date, each applicable Lessee shall continue to use its best efforts to market all remaining unsold Properties. (b) If any Property is sold on a Sale Date to a third party purchaser in accordance with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding terms of Section 22.1(a) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if price paid for such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Property is less than the sum Property Cost for such Property (hereinafter such difference shall be referred to as the "Deficiency Balance"), then the Lessee that has executed a Lease Supplement with respect to such Property hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for such Property. On a Sale Date if Lessor receives any amount in excess of the Termination Value for such Property from a third party purchaser, then Lessor shall pay to the applicable Termination Value, Lessee any such excess amounts. If one or more of the aggregate amount of any Make-Whole Premium and all other expenses incurred Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a) or if any Property for which the Sale Option has been elected is not sold on or prior to the Expiration Date, then the Lessee that has executed a Lease Supplement with respect to such Property hereby unconditionally promises to pay to Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount for each such Property so retained, together with any and all Rent and all other amounts then due and owing by such Lessee to the Financing Parties pursuant to the Operative Agreements. Each Lessee shall also pay to the Bank, on the Proposed Termination Date Expiration Date, such Lessee's pro rata share of the Remarketing Fee (based on the ratio of the Property Cost allocable to such retained Properties for which such Lessee has executed a Lease Supplement to the aggregate Property Cost for all Properties so retained). The failure to pay the Deficiency Balance or such earlier date of sale as shall be consented to in writing by the LessorMaximum Residual Guarantee Amount, the Lessee Remarketing Fee or any such other amounts referenced in this Section 22.1(b) shall deliver constitute a Lease Event of Default. Upon the Airframe sale to a third party purchaser (which shall have the Engines installed on it (is not a Subsidiary or Affiliate of any Credit Party) of any Property, provided that the Airframe may Deficiency Balance or Maximum Residual Guarantee Amount, the Remarketing Fee and all such other amounts referenced in this Section 22.1(b) have been paid, the proceeds from the sale of such Property will be delivered applied in accordance with installed engines meeting Section 22.2. (c) In the requirements set forth herein for Replacement Engines event that any Property is either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered connection with the Airframe equals two and the Lessee shall comply with an affirmative election made by Lessor pursuant to the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date the applicable Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor purpose it is being used by the Lessee or directly received by the Lessor applicable Lessee, and certified to the Lessee(ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the Lessor title to nature of security) without payment of any such engines not owned by the Lessorfee, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines cost or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).other

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, at the Lessee's expense, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date of sale as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination DateDate (or such earlier date of sale), the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals twothree). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not may inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding Aircraft and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will may submit a bid for the purchase of the Aircraft and if such notice has been given, the Aircraft. The Lessee will provide the Lessor with copies of bids received by the Lessee promptly upon the Lessee's receipt thereof. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two three and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner and condition as if delivery were made to the Lessor pursuant to Article 12 hereof, hereof at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment to the Lessor in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV 7 thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's LiensLiens (it being understood that, in connection with such transfer, the Owner Participant shall be responsible for removal of Lessor's Liens attributable to it, SSB shall be responsible for removal of Lessor's Liens attributable to it and the Owner Trustee shall be responsible for removal of Lessor's Liens attributable to the Owner Trustee, all in accordance with Section 7.03(b) or 7.04(b) as the case may be, of the Participation Agreement)).

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as the "Sale Date") for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Agent (provided that as the Airframe case may be sold be) in connection with engines meeting such sale of one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. 10.1. Upon acceptance of any bid, the requirements set forth herein for Replacement Engines in lieu Lessor agrees, at Lessee's request and expense, to execute a contract of the Engines sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at Lessor's cost and expense, such Lessor Lien by appropriate proceedings in which event the Lessee with respect applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the Aircraft, unless appropriate purchaser each of the Owner Participant has given following: (a) special or limited warranty Deeds conveying each Property (to the extent it is real property titled to Lessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in each Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Bxxx of Sale conveying each Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. Lessee binding shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and irrevocable notice that neither such purchaser. Lessee shall not take or fail to take any action which would have the Owner Participant nor effect of unreasonably discouraging bona fide third party bids for any Property. If each of its Affiliates nor the Properties is not either (i) sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value less any Person acting sales proceeds received, and (y) Lessor shall transfer each applicable Property to Lessee in accordance with Section 20.2. (b) If the Properties are sold on a Sale Date to one (1) or more third party purchasers in accordance with the terms of Section 22.1(a) and the aggregate purchase price paid for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable aggregate Property Cost for the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all of the Properties. On a Sale Date if (x) Lessor receives the Termination ValueValue for all Properties from one (1) or more third party purchasers, (y) Lessor receives all other amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate amount purchase price paid for all such Properties on such date exceeds the sum of any Make-Whole Premium and all other expenses incurred the aggregate Property Cost for such Properties, then Lessee may retain such excess. If the Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Properties. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that the Properties are either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Enginespurpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i), (ii) and (iii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, and the Lessor shall, upon payment in full continuation or assignment of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)each Ground Lease.

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, at the Lessee's expense, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date of sale as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination DateDate (or such earlier date of sale), the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals twothree). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Aircraft. The Lessee will provide the Lessor with copies of bids received by the Lessee promptly upon the Lessee's receipt thereof. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two three and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner and condition as if delivery were made to the Lessor pursuant to Article 12 hereof, hereof at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment to the Lessor in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV 7 thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's LiensLiens (it being understood that, in connection with such transfer, the Owner Participant shall be responsible for removal of Lessor's Liens attributable to it, SSB shall be responsible for removal of Lessor's Liens attributable to it and the Owner Trustee shall be responsible for removal of Lessor's Liens attributable to the Owner Trustee, all in accordance with Section 7.03(b) or 7.04(b) as the case may be, of the Participation Agreement)).

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals twothree). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two three and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest (evaluated on an After-Tax Basis, taking into account FSC Benefits (as defined in the Tax Indemnity Agreement) actually available, if any) cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full to the Lessor of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and the Lessee (the "Sale Date") for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than any Credit Party or any Affiliate or Subsidiary of any Credit Party. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement, together with the Engines costs and expenses incurred by Lessor and/or the Agent respecting the sale of the Property. Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the bids submitted by Lessee if such bids, in the aggregate, are greater than or equal to the Limited Recourse Amount for the Property, and represent bona fide offers from one (1) or more third party purchasers. If the highest price which a prospective purchaser or the prospective purchasers shall be installed have offered to pay for the Property on the Airframe Sale Date is less than the Limited Recourse Amount for the Property or if such bids do not represent bona fide offers from one (provided that 1) or more third parties or if there are no bids, Lessor may elect to retain the Airframe may Property by giving Lessee prior written notice of Lessor's election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be sold surrendered, the Property in 1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain the Property pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Property free and clear of the Lien of this Lease and any Lessor Liens without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant Lien shall not inspect constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the cost and expense of Lessor, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying the Property (to the extent it is real property titled to Lessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in the Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any bids received Lessor Liens; (b) a xxxx of sale conveying the Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens and, to the extent the following are agreed to by the Lessee with respect to the AircraftAgent in its reasonable discretion, unless the Owner Participant has given to the Lessee binding such title affidavits and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid other documents as may be submitted reasonably requested by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee title insurance underwriter issuing title insurance in connection with the saleacquisition of the Property by the appropriate purchaser; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. Subject All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for the Property. (b) In the event Lessee shall have elected the Sale Option, Lessee hereby unconditionally promises to pay to Lessor on the earlier of the Sale Date or the Expiration Date, the Maximum Residual Guarantee Amount. On the Sale Date if (x) Lessor receives the aggregate Termination Value for the Property from one (1) or more third party purchasers and (y) Lessor and such other parties receive all other amounts specified in the last sentence of the first paragraph of Section 22.1(a) then Lessee may retain any excess above Termination Value. If the Property is retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date all Basic Rent and Supplemental Rent (exclusive of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu a payment of the Engines so long as the aggregate number of Engines Termination Value) due and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard payable on or prior to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereofSale Date and, at a location specified by such bidderwithout duplication, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge the Operative Agreements and, without duplication, an amount equal to the Maximum Residual Guarantee Amount. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made, without duplication, together with a payment of all Rent and all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a). (c) In the event that the Property is either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain the Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of the Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor or such third party purchaser(s), as applicable, evidencing the continuation or assignment of each Ground Lease.

Sale Procedure. (a) The provisions of this Section 22.1 are subject to the provisions of Section 22.6. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Agent (provided as the case may be) in connection with such sale of one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that the Airframe effect. Lessor may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu elect to retain one or more of the Engines Properties by giving Lessee prior written notice of Lessor’s election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be surrendered, each of the Properties specified in such notice in accordance with the terms and conditions of Section 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee’s request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise), for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be. The To effect such transfer and assignment, Lessor mayshall execute, if acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying each such Property (to the extent it desires is real property titled to do soLessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, seek the Lien of the Credit Documents and any Lessor Liens; (b) a Xxxx of Sale conveying each such Property (to obtain the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee shall surrender the Properties so sold or subject to such bidsdocuments to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. The Owner Participant Lessee shall not inspect take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids received for any Property. If any Property (i) is not sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) is retained by the Lessee with respect Lessor pursuant to an affirmative election made by Lessor pursuant to the Aircraftsecond sentence of the second paragraph of this Section 22.1 (a), unless then (x) Lessee shall be obligated to pay Lessor on the Owner Participant has given Sale Date an amount equal to the Lessee binding Maximum Residual Guarantee Amount and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting (y) Lessor shall retain each applicable Property for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated subsequent marketing in accordance with the provisions of Section 22.6. (b) If the Properties are sold on a Sale Date to one (1) or more third party purchasers in accordance with the terms of Section 22.1(a), Lessee (or with whom or which there is any arrangement or understanding as hereby unconditionally promises to pay to Lessor on the Sale Date all Rent and all other amounts then due and owing pursuant to the subsequent use of Operative Agreements. If the Aircraft by aggregate purchase price paid for all the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the “Deficiency Balance”), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate amount of any Make-Whole Premium Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other expenses incurred amounts specified in the last sentence of the first paragraph of Section 22. l(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. If one or more of the Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price all Rent and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds the Operative Agreements and upon discharge an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the Lien foregoing amounts described in this Section 22. l(b) shall be made together with a payment of all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1 (a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights- of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and to the extent lawfully assignable shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor or such third party purchaser(s), as applicable, evidencing the continuation or assignment of each Ground Lease.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and the Lessee (the "Sale Date") for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than any Credit Party or any Affiliate or Subsidiary of any Credit Party. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the Engines direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of one or more Properties shall be installed on paid by either (i) sales proceeds from the Airframe Properties, (provided that ii) Lessor (but only the Airframe may extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs and expenses) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to such costs and expenses shall be sold added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with engines meeting respect to such costs and expenses shall be a part of (and limited by) the requirements set forth herein for Replacement Engines in lieu Maximum Residual Guarantee Amount. 10.1. Upon acceptance of the Engines any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying each such Property (to the extent it is real property titled to Lessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Xxxx of Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens and, to the extent the following are agreed to by the Agent in its reasonable discretion, such title affidavits and other documents as may be reasonably requested by any title insurance underwriter issuing title insurance in connection with the acquisition of each such Property by the appropriate purchaser; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received by the Lessor, and (y) Lessor shall transfer each applicable Property to Lessee in accordance with respect Section 20.2. (b) If the Properties are sold on a Sale Date to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant one (1) or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated more third party purchasers in accordance with the Lessee (or with whom or which there is any arrangement or understanding as to terms of Section 22.1(a) and the subsequent use of aggregate purchase price paid for all the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate amount of any Make-Whole Premium Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other expenses incurred amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. If one or more of the Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Enginespurpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of- way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, and the Lessor shall, upon payment in full continuation or assignment of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)each Ground Lease.

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-non- exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. (a) At the expiration of the Term, unless Lessee shall have elected to purchase the Project and has paid the Purchase Option Price with respect thereto, or otherwise terminated this Lease with respect thereto and paid the Termination Value with respect thereto, Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount for the Project, and (ii) sell the Project to one or more third parties for cash in accordance with Section 21.1(b). (b) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive nonexclusive agent for the LessorLessor and Issuer, shall use its reasonable best efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On Project for the Proposed Termination Datehighest price available in the relevant market, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu notify Lessor promptly of the Engines so long as name and address of each prospective purchaser and the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires cash price which each prospective purchaser shall have offered to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting pay for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft Project and if such notice has been given, the Lessee will shall provide the Lessor with copies of such additional information about the bids received by and the Lesseebid solicitation procedure as Lessor may reasonably request from time to time. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject a bid if such bid, together with any amounts to be paid pursuant to Section 21.3, is greater than or equal to the sum of the Limited Deficiency Amount and all costs and expenses referred to in Section 21.2(i) and is a bona fide offer by a third party purchaser who is not an Affiliate of Lessee. If the price which a prospective purchaser shall have offered to pay for Project is less than the sum of the applicable Termination ValueLimited Deficiency Amount and all costs and expenses referred to in Section 21.2(i), Lessor may elect to retain the aggregate amount Project by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the Project, and upon receipt of such notice, Lessee shall surrender the Project to Lessor pursuant to Section 10.1(c). Unless Lessor shall have elected to retain the Project pursuant to the preceding sentence, Lessor shall sell the Project free of any Make-Whole Premium Lessor Liens and all other expenses incurred Issuer Liens attributable to it, without recourse or warranty, for cash to the purchaser or purchasers identified by the Lessee or Lessor, as the Owner Participant case may be. Lessee shall surrender the Project so sold to the purchaser in the condition specified in Section 10.1. (c) On the date during the Marketing Period on which the Project is sold pursuant to Section 21.1(b), Lessee shall pay to Lessor the Maximum Residual Guarantee Amount for the Project. (d) If Lessee shall fail to arrange for the sale of the Project on or before the Expiration Date in accordance with and the Indenture Trustee in connection with the sale. Subject subject to the provisions of Section 10.02 hereof21.1(b), then Lessee and Lessor hereby agree as follows: (i) On the Maturity Date, Lessee shall (A) pay to Lessor the Maximum Residual Guarantee Amount for the Project and (B) Lessee will continue to lease the Project during a holdover period (the "Holdover Period") and in the case of such holdover, Lessee shall continue to market, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessora non-exclusive basis, the Lessee shall deliver the Airframe which shall have the Engines installed Project for sale on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines behalf of Lessor and Issuer in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply accordance with the provisions of Section 11.04 hereof as if an Event 21.1(b) hereof. Such Holdover Period shall expire on the earlier of Loss occurred with regard to (y) the Enginessale of the Project and (z) to the bidder which shall have submitted the highest cash bid forty-five (whether certified to the Lessor 45) days prior written notice by the Agent of a date specified for the termination of such Holdover Period. The Basic Rent payable by Lessee or directly received by for the Lessor and certified Project during any Holdover Period shall be reduced to reflect the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full application of the bid price and all amounts due and owing Maximum Residual Guaranty Amount pursuant to Section 10.01(c9.1(b)(iv) hereof of the Credit Agreement. Any proceeds from the sale of the Project during the Holdover Period will be applied pursuant to Section 21.2. (ii) On or after the Maturity Date, the Agent, on behalf of Lessor and the Issuer, shall have the right, but not the obligation, to market the Project using commercially reasonable efforts, including, without limitation, by wire auction, provided that at no time shall the Agent be obligated to accept any bid for the sale of the Project or to consummate any proposed sale. (iii) Contemporaneously with the consummation of the sale of the Project by Lessee or Agent pursuant to this Section 21.1(d), (A) Lessee will transfer by a quitclaim bill of immediately available funds sale, without recourse or warranty, all of its rixxx, title and upon discharge interest in the Project to the purchaser and (B) subject to prior or concurrent payment by Lessee of an amount equal to all unpaid Basic Rent and all Supplemental Rent due on or prior thereto and receipt by Lessor of proceeds from such sale, Lessor and Issuer shall exercise such rights as it has to cause the Project to be released from the Lien of the Indenture in accordance with Article XIV thereofSecurity Agreement and shall, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Issuer Liens and Lessor Liens), quitclaim transfer Lessor's Liensand Issuer's right, title and interest in and to the Project for cash to such purchaser. (iv) Until a sale of the Project by Lessee or the Agent pursuant to this Section 21.1(d) (or if earlier, the date of termination specified in a written notice pursuant to clause (z) of paragraph (i) thereof), Lessee shall be bound by all of the obligations and duties of Lessee under this Lease, notwithstanding the occurrence of the Expiration Date. If the Project shall not be sold by Lessee or the Agent pursuant to this Section 21.1(d), Lessor may elect to retain the Project by giving Lessee written notice at least forty-five (45) days prior to the date of termination of the Holdover Period, and upon receipt of such notice, Lessee shall surrender the Project to Lessor pursuant to Section 10.1(c). (v) Lessor reserves all rights under this Lease and the other Operative Agreement arising out of Lessee's breach of any provisions of this Lease (including Section 17), whether occurring prior to, on or after the Expiration Date, including the right to sue Lessee for damages.

Sale Procedure. Provided that no Default or Event of Default shall have occurred and be continuing, at the expiration of the Term, unless Lessee shall have (i) elected to extend the Expiration Date, (ii) elected (or be deemed to have elected) to purchase the Property and paid the Purchase Option Price with respect thereto, or (iii) otherwise terminated this Lease with respect thereto and paid the Termination Value with respect thereto, Lessee may elect to terminate this Lease and remarket the Property as provided in Section 20.2, in which event Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount for the Property, and (ii) sell the Property to one or more third parties for cash in accordance with Section 21.1(b). In the event that Lessee elects to terminate the Lease and remarket the Property, Lessee hereby covenants and agrees that, to the extent the Property is not in compliance with all Legal Requirements, or would not be in such compliance upon its sale to a third party, and the cost to put the Property into such compliance is in excess of $200,000, Lessee shall pay such excess to Lessor immediately upon demand. - During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent nonexclusive broker for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On Property for the Proposed Termination Datehighest price available in the relevant market, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu notify Lessor promptly of the Engines so long name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The foregoing, Lessor may, may not reject a bid if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect bid is greater than or equal to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase sum of the Aircraft Limited Recourse Amount and if such notice has been given, the Lessee will provide the Lessor with copies all costs and expenses of bids received sale and is a bona fide offer by the a third party purchaser who is not an Affiliate of Lessee. No bid may be submitted by If the Lessee or any Person affiliated with the Lessee (or with whom or price which there is any arrangement or understanding as a prospective purchaser shall have offered to the subsequent use of the Aircraft by the Lessee pay for all or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Property is less than the sum of the applicable Termination ValueLimited Recourse Amount and all costs and expenses of sale, Lessor may elect to retain the aggregate amount Property by giving Lessee at least two (2) Business Days' prior written notice of Lessor's election to retain the Property, and upon receipt of such notice, Lessee shall surrender the Property to Lessor pursuant to Section 10.1(c). Unless Lessor shall have elected to retain the Property pursuant to the preceding sentence, Lessor shall sell the Property free of any Make-Whole Premium and all other expenses incurred Lessor Liens attributable to it, without recourse or warranty, for cash to the purchaser or purchasers identified by the Lessee or Lessor, as the Owner Participant case may be, and Lessee shall surrender the Indenture Trustee Property to such purchaser in connection with the salecondition specified in Section 10.1. Subject - On the date during the Marketing Period on which the Property is sold pursuant to Section 21.1(b), or on the Maturity Date if the Property remains unsold, Lessee shall pay to Lessor the Maximum Residual Guarantee Amount for the Property. - APPLICATION OF PROCEEDS OF SALE. Lessor shall apply the proceeds of sale of the Property pursuant to the provisions of Section 10.02 12.4 of the Participation Agreement; provided, however, upon any sale of the Property pursuant to this Article 21, the Lessor shall obtain an appraisal which shall allocate the proceeds of such sale between the Land and the Improvements thereon. To the extent such appraisal indicates that the respective proceeds received with respect to Land and Improvements exceeds, after giving effect to the payment required under Section 21.1(c) hereof, on the Proposed Termination Date or remaining Land Investment Balance and Improvements Investment Balance, respectively, such earlier date of sale as excess shall be consented promptly returned to in writing by the Lessor, the Lessee Lessee. In no event shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered any excess proceeds received with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard respect to the Engines) Land be applied to any deficiency with respect to the bidder which Improvements Investment Balance, nor shall have submitted the highest cash bid (whether certified any excess proceeds received with respect to the Lessor by the Lessee or directly received by the Lessor and certified Improvements be applied to any deficiency with respect to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)Land Investment Balance.

Sale Procedure. (a) Unless Lessee shall have elected or shall be deemed to have elected to purchase the Property and has paid the Purchase Option Price with respect thereto, or otherwise terminated this Lease with respect thereto and paid the Termination Value with respect thereto, Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount as provided for in Section 21.1(c), and (ii) act as Lessor's agent to sell the Property to one or more third parties for cash in accordance with Section 21.1(b). (b) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent nonexclusive broker for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On Property for the Proposed Termination Datehighest price available in the relevant market, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu notify Lessor promptly of the Engines so long as name and address of each prospective purchaser and the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires cash price which each prospective purchaser shall have offered to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting pay for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft Property and if such notice has been given, the Lessee will shall provide the Lessor with copies of such additional information about the bids received by and the Lesseebid solicitation procedure as Lessor may request from time to time. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject a bid if such bid, together with any amounts to be paid pursuant to Section 21.3, is greater than or equal to the sum of the Limited Deficiency Amount and all costs and expenses referred to 29 25 in Section 21.2(i) and is a bona fide offer by a third party purchaser who is not an Affiliate of Lessee. If the price which a prospective purchaser shall have offered to pay for the Property is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Deficiency Amount and all other costs and expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented referred to in writing Section 21.2(i), Lessor may elect to retain the Property by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the LessorProperty, the and upon receipt of such notice, Lessee shall deliver surrender the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Property to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10.1(c). Unless Lessor shall duly transfer have elected to retain the Property pursuant to the preceding sentence, Lessor title shall sell the Property free of any Lessor Liens attributable to any such engines not owned it, without recourse or warranty, for cash to the purchaser or purchasers identified by the Lessee or Lessor, and as the Lessor shall, upon payment case may be. Lessee shall surrender the Property so sold to each purchaser in full of the bid price and all amounts due and owing condition specified in Section 10.1. (c) On the date during the Marketing Period on which the Property is sold pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of 21.1(b), or on the Lien of Maturity Date if the Indenture in accordance with Article XIV thereofProperty remains unsold, sell Lessee shall pay to Lessor the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)Maximum Residual Guarantee Amount.

Sale Procedure. During Except as expressly provided for herein, no demand or advertisement, all of which are hereby expressly waived by the period from Debtors, will be required in connection with any sale or other disposition of any part of the giving Collateral which threatens to decline speedily in value or which is of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Datea type customarily sold on a recognized market. In all other events, the LesseeSecured Party will give the Debtors, as non-exclusive agent at least ten (10) days prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made, which notice the Debtors agree is reasonable, all other demands and advertisements being hereby waived. The Secured Party will not be obligated to make any sale of Collateral, regardless of the fact that notice of sale may have been given. The Secured Party may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may be made at the Lessortime and place to which the same was so adjourned. Upon each public or private sale of Collateral, shall use its reasonable efforts to obtain bids for the Secured Party or any holder of the Note, or any of their respective affiliates, may purchase all or any of the Collateral being sold, free from any equity or right of redemption, which is hereby waived and released by the Debtors, and may make payment therefor in cash purchase or, at the Secured Party's or such holder's option (by endorsement without recourse), by tendering or releasing principal or accrued and unpaid interest on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination DateNote, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of cash, in a face amount equal to the Engines so long as amount of the aggregate number purchase price. The Debtors agree to pay all reasonable costs and expenses of Engines every kind for sale or delivery, including brokers' and Replacement Engines being sold attorneys' fees, and after deducting such costs and expenses from the proceeds of sale, the Secured Party will apply any residue to the payment of the Secured Indebtedness and the Debtors will continue to be liable for any deficiency in accordance with the Airframe equals two)Loan Documents. The Lessor maybalance, if it desires to do soany, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon remaining after payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as Secured Indebtedness will be paid to the absence of Lessor's Liens)Debtors or as otherwise directed by any court having appropriate jurisdiction.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and the Lessee (the "Sale Date") for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the Engines direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of one or more Properties shall be installed on paid by either (i) sales proceeds from the Airframe Properties, (provided that ii) Lessor (but only the Airframe may extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs and expenses) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to such costs and expenses shall be sold added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with engines meeting respect to such costs and expenses shall be a part of (and limited by) the requirements set forth herein for Replacement Engines in lieu Maximum Residual Guarantee Amount. 1. Upon acceptance of the Engines any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying each such Property (to the extent it is real property titled to Lessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Bill xx Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received by the Lessor, and (y) Lessor shall transfer each applicable Property to Lessee in accordance with respect Section 20.2. (b) If the Properties are sold on a Sale Date to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant one (1) or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated more third party purchasers in accordance with the Lessee (or with whom or which there is any arrangement or understanding as to terms of Section 22.1(a) and the subsequent use of aggregate purchase price paid for all the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate amount of any Make-Whole Premium Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other expenses incurred amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. If one or more of the Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Enginespurpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, and the Lessor shall, upon payment in full continuation or assignment of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)each Ground Lease.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Agent (provided that as the Airframe case may be sold be) in connection with engines meeting such sale of one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement (including, without limitation, the requirements set forth herein Termination Value for Replacement Engines in lieu all Properties). 1. Upon acceptance of the Engines any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale and any amendments thereto with respect to such sale, so long as the aggregate number of Engines such contract and Replacement Engines being sold amendments are consistent with the Airframe equals twoterms of this Article 22 and provide by their terms that they are nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise, except for a warranty of title pursuant to a special or limited warranty deed). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant Lien shall not inspect constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the cost and expense of Lessor, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying each such Property (to the extent it is real property titled to Lessor) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any bids received Lessor Liens; (b) a Xxxx of Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed; (d) FIRPTA affidavits, as appropriate (e) any assignments or other transfer instruments reasonably requested by the Lessee with respect purchaser to transfer leases, contracts, licenses, permits, warranties, guaranties and similar rights and agreements; (f) seller's title affidavits to the Aircraft, unless the Owner Participant has given to the Lessee binding title company and irrevocable notice (g) such other documents that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid are customary for the purchase and sale of real and personal property in the jurisdiction where each Property is located. All of the Aircraft foregoing documentation must be in form and if such notice has been given, the Lessee will provide the substance reasonably satisfactory to Lessor with copies of bids received by the and Lessee. No bid Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be submitted by agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the Lessee or effect of unreasonably discouraging bona fide third party bids for any Person affiliated Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the Lessee terms of this Section 22.1, or (or with whom or which there is any arrangement or understanding as ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the subsequent use second sentence of the Aircraft by second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received, and (y) Lessor shall transfer each applicable Property to Lessee or any of its Affiliatesin accordance with Section 20.2. (b) If the Properties are sold on a Sale Date to one (1) or any agent or Person acting on behalf more third party purchasers in accordance with the terms of Section 22.1(a) and the Lessee. The Lessee may reject any bid which aggregate purchase price paid for all the Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the aggregate amount of any Make-Whole Premium Sale Date all Rent and all other expenses incurred by amounts then due and owing pursuant to the Lessor, the Owner Participant Operative Agreements and the Indenture Trustee lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other amounts specified in connection with the salelast sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. Subject If one or more of the Properties are retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price all Rent and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds the Operative Agreements and upon discharge an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with copies or originals reasonably acceptable to the Agent (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose. All assignments of licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall assign such licenses, easements, agreements and other deliveries (including without limitation both primary assignments and assignments given in the nature of security) to the extent assignable without payment of any fee, cost or other charge.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Bank (provided that as the Airframe case may be sold be) in connection with engines meeting the requirements set forth herein for Replacement Engines in lieu such sale of the Engines one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. 1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the Lessee with respect applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the Aircraft, unless appropriate purchaser each of the Owner Participant has given following: (a) special or limited warranty Deeds conveying each such Property (to the Lessee binding extent it is real property titled to Lessor) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase an assignment of the Aircraft Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and if such notice has been givensubject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Bill of Sale conveying exxx such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee will provide shall surrender the Lessor with copies of bids received by Properties so sold or subject to such documents to each purchaser in the Lessee. No bid condition specified in Section 10.1, or in such other condition as may be submitted by agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the Lessee or effect of unreasonably discouraging bona fide third party bids for any Person affiliated Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the Lessee terms of this Section 22.1, or (or with whom or which there is any arrangement or understanding as ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the subsequent use second sentence of the Aircraft by second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received, and (y) Lessor shall transfer each applicable Property to Lessee or any of its Affiliatesin accordance with Section 20.2. (b) If the Properties are sold on a Sale Date to one (1) or any agent or Person acting on behalf more third party purchasers in accordance with the terms of Section 22.1(a) and the Lessee. The Lessee may reject any bid which aggregate purchase price paid for all the Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate amount of any Make-Whole Premium Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other expenses incurred amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. If one or more of the Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Enginespurpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, and the Lessor shall, upon payment in full continuation or assignment of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)each Ground Lease.

Sale Procedure. During Except as expressly provided for herein, no demand or advertisement, all of which are hereby expressly waived by the period from Debtors, will be required in connection with any sale or other disposition of any part of the giving Property which threatens to decline speedily in value or which is of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Datea type customarily sold on a recognized market. In all other events, the LesseeSecured Party will give the Debtors, as non-exclusive agent at least ten (10) days prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made, which notice the Debtors agree is reasonable, all other demands and advertisements being hereby waived. The Secured Party will not be obligated to make any sale of Property, regardless of the fact that notice of sale may have been given. The Secured Party may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may be made at the Lessortime and place to which the same was so adjourned. Upon each public or private sale of Property, shall use its reasonable efforts to obtain bids for the Secured Party or any holder of the Note, or any of their respective affiliates, may purchase all or any of the Property being sold, free from any equity or right of redemption, which is hereby waived and released by the Debtors, and may make payment therefor in cash purchase or, at the Secured Party's or such holder's option (by endorsement without recourse), by tendering or releasing principal or accrued and unpaid interest on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination DateNote, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of cash, in a face amount equal to the Engines so long as amount of the aggregate number purchase price. The Debtors agree to pay all reasonable costs and expenses of Engines every kind for sale or delivery, including brokers' and Replacement Engines being sold attorneys' fees, and after deducting such costs and expenses from the proceeds of sale, the Secured Party will apply any residue to the payment of the Secured Indebtedness and the Debtors will continue to be liable for any deficiency in accordance with the Airframe equals two)Loan Documents. The Lessor maybalance, if it desires to do soany, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon remaining after payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as Secured Indebtedness will be paid to the absence of Lessor's Liens)Debtors or as otherwise directed by any court having appropriate jurisdiction.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Date (or such earlier date as Sale Date, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor or the Engines Agent, as appropriate, the sum of all reasonable costs and expenses incurred by Lessor and/or the Agent (as the case may be) in connection with such sale of the Property, all Rent then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject any bid submitted by Lessee if such bid is greater than or equal to the Limited Recourse Amount for the Property, and represents a bona fide offer from one (1) or more third party purchasers. If the highest price which a prospective purchaser or the prospective purchasers shall be installed have offered to pay for the Property on the Airframe Sale Date is less than the Limited Recourse Amount for the Property or if such bid does not represent a bona fide offer from one (provided that the Airframe 1) or more third parties or if there are no bids, Lessee may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu withdraw its exercise of the Engines Sale Option and exercise Lessee’s Purchase Option by purchasing the Property on such Sale Date in accordance with Section 20.2, failing which Lessor may elect to retain the Property, subject to Section 22.6, by giving Lessee prior written notice of Lessor’s election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be surrendered, the Property in accordance with the terms and conditions of Section 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee’s request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain the Property pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Property free and clear of the Lien of this Lease, the Liens of the Security Documents and any other Operative Agreements and any Lessor Liens, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the cost and expense of Lessor such Lessor Lien by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated appropriate proceedings in which event (with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf consent of the Lessee, but without penalty or cost to Lessee) the Sale Date shall be delayed for the period of such contest. The To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) an assignment of the Appurtenant Rights (to the extent assignable) and an assignment or termination of the Ground Lease (as requested by Lessee) (to the extent it is real property) to the appropriate purchaser free and clear of the Lien of this Lease, the Liens of the Credit Documents and the other Operative Agreements and any Lessor Liens; (b) a Bxxx of Sale conveying the Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Liens of the Credit Documents and the other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the assignment of the Appurtenant Rights or the assignment or termination of the Ground Lease; and (d) FIRPTA affidavits and such other documents or instruments required for the issuance of an owner’s policy of title insurance subject only to the Liens encumbering the Property on the Commencement Date and those consented to by Lessee, or otherwise to effect the conveyance and release contemplated herein, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and the Agent. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may reject be agreed between Lessee and such purchaser. Neither Lessor nor Lessee shall take or fail to take any bid action which would have the effect of unreasonably discouraging bona fide third party bids for the Property. If the Property is neither (i) sold on the Sale Date in accordance with the terms of this Section 22.1, nor (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be deemed to have elected the Purchase Option and shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for the Property less any sales proceeds received, and (y) Lessor shall transfer the Property to Lessee in accordance with Section 20.2. (b) If the Property is sold on the Sale Date to a third party purchaser in accordance with the terms of Section 22.1(a) and the purchase price paid for the Property is less than the sum Termination Value (hereinafter such difference shall be referred to as the “Deficiency Balance”), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for the Property. On a Sale Date if Lessor receives the Termination Value for the Property, then Lessee may retain the excess of the applicable net sale proceeds of the Property over the Termination Value, . If the aggregate amount of any Make-Whole Premium and all other expenses incurred Property is retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a) or if Section 22.6 applies, then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Property. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that the Property is either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain the EnginesProperty for the purpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of the Property for its intended purpose or otherwise as Lessor pursuant or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to Article 12 hereofeffectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), at a location specified as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such bidderthird party purchaser(s), as applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the Lessor title to nature of security) without payment of any such engines not owned by the Lessorfee, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines cost or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)other charge.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Agent (provided that as the Airframe case may be sold be) in connection with engines meeting the requirements set forth herein for Replacement Engines in lieu such sale of the Engines one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the Lessee with respect applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the Aircraft, unless appropriate purchaser each of the Owner Participant has given following: (a) special or limited warranty Deeds conveying each such Property (to the Lessee binding extent it is real property titled to Lessor) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase an assignment of the Aircraft Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and if such notice has been givensubject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Bill xx Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee will provide shall surrender the Lessor with copies of bids received by Properties so sold or subject to such documents to each purchaser in the Lessee. No bid condition specified in Section 10.1, or in such other condition as may be submitted by agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the Lessee or effect of unreasonably discouraging bona fide third party bids for any Person affiliated Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the Lessee terms of this Section 22.1, or (or with whom or which there is any arrangement or understanding as ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the subsequent use second sentence of the Aircraft by second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received, and (y) Lessor shall transfer each applicable Property to Lessee or any of its Affiliatesin accordance with Section 20.2. (b) If the Properties are sold on a Sale Date to one (1) or any agent or Person acting on behalf more third party purchasers in accordance with the terms of Section 22.1(a) and the Lessee. The Lessee may reject any bid which aggregate purchase price paid for all the Properties is less than the sum of the applicable Termination Value, aggregate Property Cost for all the aggregate amount of any Make-Whole Premium Properties plus all Rent and all other expenses incurred amounts then due and owing pursuant to the Operative Agreements (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. If one or more of the Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price all Rent and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds the Operative Agreements and upon discharge an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a) (without duplication). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) to the extent permitted by applicable Legal Requirements, all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor or such third party purchaser(s), as applicable, evidencing the continuation or assignment of each Ground Lease.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the of Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines 's Related Property and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee Bond Interest with respect to the AircraftProperties in connection with a sale to one (1) or more third party purchasers to be consummated on the Expiration Date (the "Sale Date") for the highest price available, unless shall notify Lessor promptly of the Owner Participant has given name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for Lessor's Related Property and Bond Interest with respect to each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the sum of all costs and expenses incurred by Lessor and/or the Agent (as the case may be) in connection with such sale of Lessor's Related Property and Bond Interest with respect to the Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. 1. Unless Lessor shall have elected to retain the Related Property and Bond Interest with respect to the Properties pursuant to the provisions of the preceding paragraph, Lessee binding shall arrange for Lessor to sell its Related Property and irrevocable notice that neither Bond Interest with respect to the Owner Participant nor Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor (but excluding however any Liens arising under the Bond Documents), without recourse or warranty (of title or otherwise), for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor or the Trust Company, in its individual capacity, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently contesting, such Lessor Lien by appropriate proceedings. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser the documents, instruments and items described in the second paragraph of Section 20.2 in connection with a termination of one or more Properties or the Lessee's exercise of its Affiliates nor any Person acting for Purchase Option: Any assignment of Lessor's rights under the Owner Participant or such Affiliate will submit a bid for the purchase Head Lease shall contain an express assumption of the Aircraft and if such notice has been given, the Lessee will provide obligations of the Lessor thereunder and of any and all other obligations under any Bond Documents. Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10. 1. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property (or interest therein). If Lessor's Head Lease Leasehold Interest in any Property is not either (i) assigned on the Sale Date in accordance with copies the terms of bids received this Section 22.1, or (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the Lessee. No bid may second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be submitted obligated to pay Lessor on the Sale Date an amount equal to the Maximum Residual Guaranty Amount, together with all accrued but unpaid Basic Rent and Supplemental Rent and any and all other amounts then due and owing by the Lessee or subsequently arising pursuant to any Person affiliated indemnity or similar provision under any Operative Agreement, and Lessee's subleasehold interest in the Property and other rights arising hereunder shall immediately terminate and Lessee shall not be entitled to receive an assignment of Lessor's Head Lease Leasehold Interest in the Properties or the Related Bonds. (b) If Lessor's Related Property and Bond Interest in the Properties is assigned on a Sale Date to one (1) or more third party purchasers in accordance with the Lessee (or terms of Section 22.1(a) and the aggregate purchase price paid for such Related Property and Bond Interest with whom or which there is any arrangement or understanding as respect to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable aggregate Property Cost for the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all of the Related Property and Bond Interest in the Properties. On a Sale Date if (w) no Event of Default has occurred and is continuing, (x) Lessor receives the Termination ValueValue for the Lessor's Related Property and Bond Interest in the Properties from one (1) or more third party purchasers, (y) Lessor receives all other amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate amount purchase price paid for all such Related Property and Bond Interest on such date exceeds the sum of any Make-Whole Premium the aggregate Property Cost for such Properties (or Lessor's leasehold interest therein), then Lessee may retain such excess. If Lessor's Related Property and all other expenses incurred Bond Interest is retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for Lessor's Related Property and Bond Interest. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that the Lessor's Related Property and Bond Interest in the Properties is sold or assigned to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to the Enginesuse, operate, repair, access and maintain each such Property for its intended purposes, (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable) and (iii) a services agreement covering such services and supplies to Article 12 hereofbe provided by Lessee as Lessor or such third party purchaser(s) may request in order to use and operate each such Property for its intended purposes at such rates (not in excess of arm's length fair market rates) as shall be acceptable to Lessee and Lessor or such third party purchaser(s). All assignments, at a location specified licenses, easements, agreements and other deliveries required by clauses (i), (ii) and (iii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such bidderthird party purchaser(s), as applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, and the Lessor shall, upon payment in full continuation or assignment of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)each Ground Lease.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its market using all commercially reasonable efforts to obtain bids for the cash purchase of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines sum of all costs and expenses incurred by Lessor and/or the Agent (as the case may be) in connection with such sale of the Property (regardless of whether such sale actually occurs) and all other amounts payable pursuant to Section 21.1(b). Lessor (at the discretion of the Mortgage Lenders and if Lessor also determines) may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject any bid for the Property submitted by Lessee if such bid is greater than or equal to the Limited Recourse Amount for the Property, and represents a bona fide offer from a third party purchaser. If the highest price which a prospective purchaser or the prospective purchasers shall be installed have offered to pay for a Property on the Airframe (provided that Sale Date is less than the Airframe Limited Recourse Amount for the Property or if such bid does not represent a bona fide offer from a third party or if there are no bids, Lessor may elect to retain the Property by giving Lessee prior written notice of Lessor’s election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be sold surrendered, the Property in the condition required by and otherwise in accordance with engines meeting the requirements set forth herein for Replacement Engines in lieu terms and conditions of the Engines Section 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee’s request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article XXI provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain the Property pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Property free and clear of the Lien of this Lease, the Lien of the Security Documents and any Lessor Liens (but otherwise without representation or warranty of any kind), for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be. The To effect such transfer and assignment, Lessor mayshall execute, if it desires acknowledge (where required) and deliver to do sothe appropriate purchaser each of the following: (a) an assignment of the Ground Lease conveying the leasehold interest of Lessor in the Property to the appropriate purchaser free and clear of the Lien of this Lease, seek the Lien of the Security Documents and any Lessor Liens (but otherwise without representation or warranty of any kind); (b) any real estate tax affidavit or other document required by law or customary in the State where the Property is located to obtain be executed and filed in order to record the Ground Lease assignment; (c) FIRPTA affidavits, as appropriate; and (d) any other documents reasonably required to effectuate such bidstransfer and assignment. The Owner Participant All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition required by and otherwise in accordance with Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Lessee shall not inspect take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids received by for the Property. If the Property is not sold on the Sale Date in accordance with the terms of this Section 21.1, then Lessee with respect shall be obligated to pay Lessor on the Sale Date an amount equal to the AircraftMaximum Residual Guarantee Amount, unless the Owner Participant has given and Lessee shall transfer all of its right, title and interest in and to the Lessee binding Property to Lessor. (b) If the Property is sold on the Sale Date to a third party purchaser in accordance with the terms of Section 21.1(a) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which price paid is less than the sum of GAAP Project Cost (hereinafter such difference shall be referred to as the applicable Termination Value“Deficiency Balance”), then Lessee hereby unconditionally promises to pay to Lessor on the aggregate amount of any Make-Whole Premium Sale Date all Rent and all other expenses incurred by amounts then due and owing pursuant to the Lessor, the Owner Participant Operative Agreements and the Indenture Trustee lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount. On the Sale Date if (x) Lessor receives the Termination Value from a third party purchaser, (y) Lessor and such other parties receive all other amounts specified in connection with the salelast sentence of the first paragraph of Section 21.1(a) and (z) there remains any excess proceeds from the sale of the Property, then Lessee may retain such excess. Subject If the Property is retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof21.1(a) or for whatever other reason (other than a sale to Lessee (or its designee) pursuant to the Purchase Option) there is no sale to a third party purchaser, then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price all Rent and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer the Operative Agreements and an amount equal to the Maximum Residual Guarantee Amount for the Property so retained. Any payment of immediately available funds and upon discharge any of the Lien foregoing amounts described in this Section 21.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the Indenture first paragraph of Section 21.1(a). (c) In the event that the Property is either sold to a third party purchaser on the Sale Date or retained by Lessor in connection with an affirmative election made by Lessor pursuant to the provisions of Section 21.1(a), then in either case on the Sale Date Lessee shall provide Lessor or such third party purchaser with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain the Property for the purpose it is being used by Lessee to the extent transferable, and (ii) such manuals, permits, easements, licenses, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of the Property, excluding any trade secrets or information subject to confidentiality agreements. All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor or such third party purchaser(s), as applicable, evidencing the continuation or assignment of the Ground Lease. (d) In the event the Property is sold on the Sale Date to a third party purchaser in accordance with Article XIV thereofthe terms of Section 21.1(a), sell then the Airframe proceeds from the sale of its interest in the Property (net of all normal and Engines or engines to customary sales and closing costs and the reasonable costs of holding, owning, operating, and maintaining the Property (unless such bidder without recourse or warranty costs are separately paid by Lessee in accordance with Section 21.1(a)), including amounts described in Section 8.7(c)(i) and (except as ii) of the Participation Agreement which shall be paid to the absence Agent to be allocated pursuant to Section 8.7(b) of the Participation Agreement) shall be distributed, prior to the allocation pursuant to Section 8.7(b)(iii) of the Participation Agreement, first, to Lessor's Liens, in the amount of the positive difference (if any) between the Termination Value (less any portion thereof that cannot be capitalized under GAAP, including any amount of Uninsured Force Majeure Loss) and the Maximum Residual Guarantee Amount or the Deficiency Balance (depending on which amount Lessee was obligated to pay), second, to Lessor, the unpaid portion of the Maximum Residual Guarantee Amount or the Deficiency Balance, as applicable, third, to Lessee, any remaining proceeds up to the amount of the Maximum Residual Guarantee Amount or the Deficiency Balance, as applicable, previously paid by Lessee, and fourth, to the Agent to be distributed by the Agent in accordance with Section 8.7(b)(iii) of the Participation Agreement.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all of the Properties in connection with a sale to one or more purchasers (other than Lessee or any Subsidiary or Affiliate of Lessee) to be consummated on the Proposed Termination Expiration Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; PROVIDED, HOWEVER, that notwithstanding the Proposed Termination Dateforegoing, Lessor may not reject the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any highest bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Properties submitted by the Lessee if (i) such bids, in the aggregate, are greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft Limited Recourse Amount for all of the Properties, plus all reasonable costs and expenses referred to in clause FIRST of SECTION 22.2 and represent bona fide offers from one or more third party purchasers, and (ii) prior to Lessor's acceptance of any such bid, Lessee has delivered to the Agent cash collateral in an amount not less than the anticipated Deficiency Balance (as defined in SECTION 22.1(B) below) as determined by the Lessee Agent. If the price which a prospective purchaser or any of its Affiliates) or any agent or Person acting on behalf of purchasers shall have offered to pay for the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Recourse Amount plus all reasonable costs and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented referred to in writing clause FIRST of SECTION 22.2, Lessor may elect to retain the Properties by giving Lessee prior written notice of Lessor's election to retain the LessorProperties, the and upon receipt of such notice, Lessee shall deliver surrender the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Properties to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and SECTION 10. 1. Unless Lessor shall duly transfer have elected to retain the Properties pursuant to the preceding sentence, Lessee shall arrange for Lessor title to any such engines not owned by sell the Lessor, Properties free and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as of 24 1. Lessee shall not take or fail to take any action which would have the absence effect of Lessor's Liens)unreasonably discouraging bona fide third party bids for any Property. Lessor shall have no obligation to sell any Property on the Sale Date unless all of the Properties are sold (and Lessor has received full payment therefor in cash in the amount required pursuant to this SECTION 22.

Sale Procedure. During At any time after the period second (2nd) anniversary of the date of this Agreement, KBS shall have the continuing right to solicit offers from third parties to sell the giving Project; provided that prior to soliciting any such offers KBS shall provide written notice to the Members (a “Sale Notice”) of notice its intent to solicit offers for the Project. The Sale Notice shall set forth the proposed sales price of the Project (the “Proposed Project Value”). For thirty (30) days following receipt of a Sale Notice, the JV Member may elect to purchase KBS’ Interest in the Company (a “Purchase Election”) in lieu of having the Project sold. If a Purchase Election is timely made, the purchase price for KBS’ Interest shall be the amount KBS would receive if the Project were to be sold for the Proposed Project Value and the proceeds distributed upon a liquidation of the Company had the Project been sold for the Proposed Project Value as provided in this Agreement. The closing of the purchase and sale of KBS’ Interest in the Company pursuant to Section 10.01(asuch Purchase Election shall take place on a date agreed upon by KBS and JV Member, which date may not be later than ninety (90) hereof until days after the Proposed Termination date of the Sale Notice (the “Purchase Closing Date, ”). Within ten (10) business days after the Lessee, as Purchase Election (a) JV Member shall deliver a non-exclusive agent for refundable (but applicable to the Lessor, shall use its reasonable efforts purchase price) cash deposit (the “Member Deposit”) to obtain bids for the cash purchase on the Proposed Termination Date KBS equal to two percent (or such earlier date as shall be consented to in writing by the Lessor2%) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Project Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant (b) KBS and the Indenture Trustee in connection with the sale. Subject JV Member shall enter into a membership interest purchase agreement (“Member Purchase Agreement”) containing such terms to the provisions of Section 10.02 hereof, on the Proposed Termination Date or which such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided parties may agree that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply are consistent with the provisions of this Section 11.04 hereof as if an Event 7.01 and that provides for the transfer of Loss occurred with regard KBS's Interest in the Company to JV Member free and clear of all liens, encumbrances and similar claims. KBS and JV Member shall use their good faith diligent efforts to execute the Member Purchase Agreement within ten (10) business days thereafter. Notwithstanding anything provided to the Enginescontrary herein, if the parties are unable to agree upon the Member Purchase Agreement within such ten (10) business day period, after good faith and diligent efforts to do so or JV Member fails to close the bidder which purchase of KBS’s interests on or before the Purchase Closing Date, KBS shall have submitted the highest cash bid right to terminate the Member Purchase Agreement (if executed) and retain the Member Deposit as liquidated damages (whether certified to or not the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the LessorMember Purchase Agreement is executed), and the Lessor shallMember Purchase Agreement shall so provide, upon payment in full of and thereafter, KBS shall have the bid price and all amounts due and owing right to cause the Company to sell the Project pursuant to this Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)7.01.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property (including Lessor's leasehold interests in all Properties subject to Head Leases) and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Bank (provided that as the Airframe case may be sold be) in connection with engines meeting the requirements set forth herein for Replacement Engines in lieu such sale of the Engines one or more Properties (including Lessor's leasehold interests with respect to one or more Properties subject to Head Leases), all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. 1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties (or Lessor's leasehold interest in one or more of the Properties subject to any Head Lease) pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the Lessee with respect applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the Aircraft, unless appropriate purchaser each of the Owner Participant has given following: (a) special or limited warranty Deeds conveying each such Property (to the Lessee binding extent it is real property titled to Lessor) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase an assignment of the Aircraft Ground Lease or Head Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and if such notice has been givensubject to a Ground Lease or a Head Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Bill xx Sale conveying each such Property (to the extent it is personal property not subject to a Head Lease) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease or Head Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee will provide shall surrender the Lessor with copies of bids received by Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) so sold or subject to such documents to each purchaser in the Lessee. No bid condition specified in Section 10.1, or in such other condition as may be submitted by agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the Lessee or effect of unreasonably discouraging bona fide third party bids for any Person affiliated Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) less any sales proceeds received, and (y) Lessor shall transfer each applicable Property (or Lessor's leasehold interest in each applicable Property subject to a Head Lease) to Lessee in accordance with whom or which there is any arrangement or understanding as Section 20.2. (b) If the Properties (including Lessor's leasehold interests in all Properties subject to the subsequent use of the Aircraft by the Lessee or any of its AffiliatesHead Leases) are sold on a Sale Date to one (1) or any agent or Person acting on behalf more third party purchasers in accordance with the terms of Section 22.1(a) and the Lessee. The Lessee may reject any bid which aggregate purchase price paid for all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases). On a Sale Date if (x) Lessor receives the aggregate amount of any Make-Whole Premium Termination Value for all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other expenses incurred amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) on such date exceeds the sum of the aggregate Property Cost for all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases), then Lessee may retain such excess. If one or more of the Properties (or Lessor's leasehold interests in one or more Properties subject to one or more Head Leases) are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that all the Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) are either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Enginespurpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, and the Lessor shall, upon payment in full continuation or assignment of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)each Ground Lease.

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals twothree). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two three and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. (a) With respect to each Property, at the expiration of the Term, unless Lessee shall have elected to purchase such Property and has paid the Purchase Option Price with respect thereto, or otherwise terminated this Lease with respect thereto and paid the Termination Value with respect thereto, Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount for such Property, and (ii) sell such Property to one or more third parties for cash in accordance with Section 21.1(b). (b) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent nonexclusive broker for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on of each Property being sold for the Proposed Termination Date (highest price available, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject a bid if such bid is greater than or such earlier date as shall be consented equal to the sum of the Limited Recourse Amount and all costs and expenses referred to in writing Section 21.1(i) and is a bona fide offer by the Lessor) a third party purchaser who is not an Affiliate of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by If the Lessee or any Person affiliated with the Lessee (or with whom or price which there is any arrangement or understanding as a prospective purchaser shall have offered to the subsequent use of the Aircraft by the Lessee pay for all or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Recourse Amount and all other costs and expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented referred to in writing Section 21.1(i), Lessor may elect to retain the Property by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the LessorProperty, the and upon receipt of such notice, Lessee shall deliver surrender the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Property to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10.1(c). Unless Lessor shall duly transfer have elected to retain the Property pursuant to the preceding sentence, Lessor title shall sell the Property free of any Lessor Liens attributable to any such engines not owned it, without recourse or warranty, for cash to the purchaser or purchasers identified by the Lessee or Lessor, and as the Lessor shall, upon payment case may be. Lessee shall surrender the Property so sold to each purchaser in full of the bid price and all amounts due and owing condition specified in Section 10.1. (c) On each date during the Marketing Period on which a Property is sold pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds 21.1(b), and upon discharge of on the Lien of Maturity Date with respect to any Properties remaining unsold, Lessee shall pay to Lessor the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to Maximum Residual Guarantee Amount for such bidder without recourse or warranty (except as to the absence of Lessor's Liens)Property.

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do soso directed by the Owner Participant, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines sum of all costs and expenses incurred by Lessor and/or the Agent (as the case may be) in connection with such sale of one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, -------- ------- that notwithstanding the foregoing, Lessor may not reject the bids submitted by Lessee if such bids, in the aggregate, are greater than or equal to the sum of the Limited Recourse Amount for all the Properties, and represent bona fide offers from one (1) or more third party purchasers. If the highest price which a prospective purchaser or the prospective purchasers shall be installed have offered to pay for all the Properties on the Airframe (provided that Sale Date is less than the Airframe may be sold sum of the 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, -------- ------- solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest; provided, further, that in -------- ------- no event shall such contest materially and adversely affect the rights of the Lessee hereunder and the other Operative Agreements or materially interfere with respect the disposition of the Properties as set forth herein. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the Aircraft, unless appropriate purchaser each of the Owner Participant has given following: (a) special or limited warranty Deeds conveying each such Property (to the Lessee binding extent it is real property titled to Lessor) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase an assignment of the Aircraft Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and if such notice has been givensubject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Xxxx of Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee will provide shall surrender the Lessor with copies of bids received by Properties so sold or subject to such documents to each purchaser in the Lessee. No bid condition specified in Section 10.1, or in such other condition as may be submitted by agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the Lessee or effect of unreasonably discouraging bona fide third party bids for any Person affiliated Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the Lessee terms of this Section 22.1, or (or with whom or which there is any arrangement or understanding as ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the subsequent use second sentence of the Aircraft by second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received, and (y) Lessor shall transfer each applicable Property to Lessee or any of its Affiliatesin accordance with Section 20.2. (b) If the Properties are sold on a Sale Date to one (1) or any agent or Person acting on behalf more third party purchasers in accordance with the terms of Section 22.1(a) and the Lessee. The Lessee may reject any bid which aggregate purchase price paid for all the Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee ------------------ hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate amount of any Make-Whole Premium Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other expenses incurred amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. If one or more of the Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Enginespurpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, and the Lessor shall, upon payment in full continuation or assignment of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)each Ground Lease.

Sale Procedure. During Except as expressly provided for herein, no demand or advertisement, all of which are hereby expressly waived by the period from Debtor, will be required in connection with any sale or other disposition of any part of the giving Collateral which threatens to decline speedily in value or which is of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Datea type customarily sold on a recognized market. In all other events, the LesseeSecured Party will give the Debtor, as non-exclusive agent at least ten (10) days prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made, which notice the Debtor agrees is reasonable, all other demands and advertisements being hereby waived. The Secured Party will not be obligated to make any sale of Collateral, regardless of the fact that notice of sale may have been given. The Secured Party may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may be made at the Lessortime and place to which the same was so adjourned. Upon each public or private sale of Collateral, shall use its reasonable efforts to obtain bids for the Secured Party or any holder of the Notes, or any of their respective affiliates, may purchase all or any of the Collateral being sold, free from any equity or right of redemption, which is hereby waived and released by the Debtor, and may make payment therefor in cash purchase or, at the Secured Party's or such holder's option (by endorsement without recourse), by tendering or releasing principal or accrued and unpaid interest on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination DateNotes, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of cash, in a face amount equal to the Engines so long as amount of the aggregate number purchase price. The Debtor agrees to pay all reasonable costs and expenses of Engines every kind for sale or delivery, including brokers' and Replacement Engines being sold attorneys' fees, and after deducting such costs and expenses from the proceeds of sale, the Secured Party will apply any residue to the payment of the obligations under the Notes and the Debtor will continue to be liable for any deficiency in accordance with the Airframe equals two)Loan Documents. The Lessor maybalance, if it desires to do soany, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon remaining after payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of obligations under the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as Notes will be paid to the absence of Lessor's Liens)Borrowers.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its commercially reasonable efforts to obtain bids for the cash purchase of all of the Properties for which Lessee has exercised the Sale Option in connection with a sale to one or more purchasers (other than Lessee or any Subsidiary or Affiliate of Lessee) to be consummated on the Proposed Termination Expiration Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the Proposed Termination Dateforegoing, Lessor may not reject the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a highest bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be any Property submitted by the Lessee if (i) such bid is greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft Limited Recourse Amount for such Property, plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2, and represents a bona fide offer from one or more third party purchasers, and (ii) prior to Lessor’s acceptance of any such bid, Lessee has delivered to the Agent cash collateral in an amount not less than the anticipated Deficiency Balance (as defined in Section 22.1(b) below) as determined by the Lessee or Agent. If the price which a prospective purchaser shall have offered to pay for any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Property is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Recourse Amount for such Property plus all reasonable costs and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee referred to in connection with the sale. Subject to the provisions clause FIRST of Section 10.02 hereof22.2, on the Proposed Termination Date or Lessor may elect to retain such earlier date Property by giving Lessee prior written notice of sale as shall be consented Lessor’s election to in writing by the Lessorretain such Property, the and upon receipt of such notice, Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard surrender such Property to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10.1. Unless Lessor shall duly transfer have elected to retain any Property pursuant to the preceding sentence, Lessee shall arrange for Lessor title to any such engines not owned by sell the Lessor, Properties free and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the “Sale Date”) to the purchaser or purchasers identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor is diligently contesting such Lessor Lien by appropriate proceedings in good faith; and provided, further that Lessor shall have no obligation to sell any Property if a Lease Event of Default has occurred and is continuing on the absence date of the Election Notice or the Sale Date. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. Lessor shall have no obligation to sell any Property on the Sale Date unless Lessor has received full payment therefor in cash in the amount required pursuant to this Section 22.1 on the Sale Date. (b) If any Property is sold on the Sale Date in accordance with the terms of Section 22.1(a) and the purchase price paid for such Property minus the sum of all costs and expenses referred to in clause FIRST of Section 22.2 is less than the Termination Value for such Property (hereinafter such difference shall be referred to as the “Deficiency Balance”), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date the lesser of (i) the Deficiency Balance or (ii) the Maximum Residual Guarantee Amount for such Property. If any Property is retained by the Lessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of Section 22.1(a) or is not sold (subject to the Lessee’s having satisfied its obligations under this Section 22.1), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount for such Property (or, in the case of a Segregated Property, the sum of the Maximum Residual Guarantee Amount for the Land related to such Segregated Property, plus the Maximum Residual Guarantee Amount for the Improvements related to such Segregated Property). Notwithstanding the procedures set forth in the first sentence of this subparagraph (b), the following procedure shall apply to the Properties located in Fontana, California and Miami, Florida (each, a “Segregated Property”) in place thereof. If the Lessee elects the Sale Option with respect to any Segregated Property, at the time of such election, the Lessee and the Lessor shall use the Appraisal Procedure to determine the ratio, expressed as a percentage, of the fair market sales value of the Land related to such Segregated Property at the time of such election, divided by the Fair Market Sales Value of such Segregated Property at such time (such percentage, the “Land Percentage” for such Segregated Property; the “Improvements Percentage” for such Segregated Property shall be 100% minus the Land Percentage for such Segregated Property). If any Segregated Property is sold on the Sale Date in accordance with the terms of Section 22.1(a) and (A) the Land Percentage times the amount equal to the purchase price paid for such Property minus the sum of all costs and expenses referred to in clause FIRST of Section 22.2 is less than the Property Cost for such Property allocated to the Land, as set forth on Schedule 1 to the Participation Agreement (hereinafter such difference shall be referred to as the “Land Deficiency Balance”), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date the lesser of (i) the Land Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for the Land related to such Property as set forth on Schedule 1 to the Participation Agreement and/or (B) the Improvements Percentage times the amount equal to the purchase price paid for such Property minus the sum of all costs and expenses referred to in clause FIRST of Section 22.2 is less than the Property Cost for such Property allocated to the Improvements, as set forth on Schedule 1 to the Participation Agreement (hereinafter such difference shall be referred to as the “Improvements Deficiency Balance”), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date the lesser of (i) the Improvements Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for the Improvements related to such Property as set forth on Schedule 1 to the Participation Agreement. In addition to the other amounts payable by the Lessee on the Sale Date pursuant to this Section 22.1, the Lessee shall also pay to the Lessor any and all Basic Rent payable on the Sale Date. (c) In the event that the Properties are either sold to one or more third party purchasers on the Sale Date or retained by the Lessor's Liens, then in either case on the Sale Date (i) the Lessee shall provide Lessor or such third party purchasers with (A) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use and operate such Property for its intended purposes, (B) such easements, licenses, rights‑of‑way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, repair, access to or maintenance of such Property for its intended purpose or otherwise as the Lessor shall reasonably request, and (C) a services agreement covering such services as Lessor or such third party purchaser may request in order to use and operate a Property for its intended purposes at such rates (not in excess of arm’s‑length fair market rates) as shall be acceptable to Lessee and Lessor or such third party purchaser, and (ii) the Term of this Lease shall terminate with respect to each Property so sold. All assignments, licenses, easements, agreements and other deliveries required by clauses (i)(A) and (B) of this paragraph (c) shall be in form reasonably satisfactory to the Lessor or such third party purchaser, as applicable, and shall be fully assignable (including both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. In addition to the foregoing, if the Headquarters Property and the Expansion Property are to be sold to different parties (or one of such Properties is to be retained by the Lessor and the other is to be sold), then the Lessee shall on or before the Sale Date, (i) cause the Headquarters Property and the Expansion Property to subdivided into separate legal and tax parcels and (ii) cause to be recorded in favor of each such Property, as applicable, easements such that each such Property has adequate access, parking, utility services, drainage and other rights to be operated as an independent commercial property, which easements shall be in form and substance reasonably satisfactory to the Lessor and such third party purchaser(s), applicable. (d) In the event that the Lessee has properly elected the Sale Option for a Property, the Lessee has fulfilled its obligations pursuant to this Section 22.1 with respect to the remarketing of such Property, no other Lease Event of Default has occurred and is continuing as of either the Election Date or the Sale Date and neither the Lessee nor the Lessor has received any offers to purchase such Property on or before the date that is thirty (30) days prior to the Expiration Date, then the Lessor shall obtain an appraisal from an independent appraiser selected by Lessor which shall establish the Fair Market Sales Value of such Property as of the Expiration Date, based on the as-vacant value of such Property and the condition of such Property as of the date of such appraisal. If the Fair Market Sales Value as established by such appraisal, minus the sum of all of the remarketing costs incurred to date, all of the reasonably estimated expected costs of sale, including, without limitation, broker’s commissions, advertising costs, escrow costs, transfer taxes, title insurance costs and legal expenses, is greater than the positive difference between the Termination Value and the Maximum Residual Guarantee Amount for such Property (such excess amount, the “FMSV Excess Amount” for such Property), then the Lessee shall pay to the Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount for such Property, minus the FMSV Excess Amount for such Property.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and the Lessee (the "Sale Date") for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Agent (provided that as the Airframe case may be sold be) in connection with engines meeting the requirements set forth herein for Replacement Engines in lieu such sale of the Engines one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. 1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying each such Property (to the extent it is real property titled to Lessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Xxxx of Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received by the Lessor, and (y) Lessor shall transfer each applicable Property to Lessee in accordance with respect Section 20.2. (b) If the Properties are sold on a Sale Date to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant one (1) or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated more third party purchasers in accordance with the Lessee (or with whom or which there is any arrangement or understanding as to terms of Section 22.1(a) and the subsequent use of aggregate purchase price paid for all the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate amount of any Make-Whole Premium Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other expenses incurred amounts specified in the last sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. If one or more of the Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the first paragraph of Section 22.1(a). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or such earlier date of sale as shall be consented retained by Lessor in connection with an affirmative election made by Lessor pursuant to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Enginespurpose it is being used by Lessee, and (ii) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and certified to the Lessee) other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, and the Lessor shall, upon payment in full continuation or assignment of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)each Ground Lease.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its market using all commercially reasonable efforts to obtain bids for the cash purchase of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines sum of all costs and expenses incurred by Lessor and/or the Agent (as the case may be) in connection with such sale of the Property (regardless of whether such sale actually occurs) and all other amounts payable pursuant to Section 21.1(b). Lessor (at the direction of the Majority Secured Parties) may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject any bid for the Property submitted by Lessee if such bid is greater than or equal to the Limited Recourse Amount, and represents a bona fide offer from a third party purchaser. If the highest price which a prospective purchaser or the prospective purchasers shall be installed have offered to pay for the Property on the Airframe (provided that Sale Date is less than the Airframe Limited Recourse Amount or if such bid does not represent a bona fide offer from a third party or if there are no bids, Lessor may elect to retain the Property by giving Lessee prior written notice of Lessor’s election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be sold surrendered, the Property specified in such notice in the condition required by and otherwise in accordance with engines meeting the requirements set forth herein for Replacement Engines in lieu terms and conditions of the Engines Section 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee’s request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article XXI and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain the Property pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Property free and clear of the Lien of this Lease, the Lien of the Security Documents and any Lessor Liens (but otherwise without representation or warranty of any kind), for cash on the Sale Date to the purchaser offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying the Property (to the extent it is real property titled to Lessor) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Security Documents and any Lessor Liens (but otherwise without representation or warranty of any kind); (b) a Xxxx of Sale conveying the Property (to the extent it is personal property owned by Lessor) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Security Documents and any Lessor Liens (but otherwise without representation or warranty of any kind); (c) any real estate Tax affidavit or other document required by law or customary in the State where the Property is located to be executed and filed in order to record each Deed; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and Lessee; provided, no Financing Party shall be responsible for any representation or warranty or any other assurance other than the representations and warranties referenced in the foregoing subsections (a) and (b). The Lessor may, Lessee shall surrender the Property if it desires is so sold subject to do sosuch documents to each purchaser in the condition required by and otherwise in accordance with Section 10.1, seek to obtain or in such bidsother condition as may be agreed between Lessee and such purchaser. The Owner Participant Lessee shall not inspect take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids received by for the Property. If the Property is not sold on the Sale Date in accordance with the terms of this Section 21.1, then Lessee with respect shall be obligated to pay Lessor on the Sale Date an amount equal to the AircraftMaximum Residual Guarantee Amount, unless the Owner Participant has given and Lessee shall transfer all of its right, title and interest in and to the Lessee binding Property to Lessor. (b) If the Property is sold on a Sale Date to a third party purchaser in accordance with the terms of Section 21.1(a) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting purchase price paid for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Property is less than the sum GAAP Project Cost (hereinafter such difference shall be referred to as the “Deficiency Balance”), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date all Rent and all other amounts then due and owing pursuant to the Operative Agreements and the lesser of (i) the applicable Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount. In the case of such a sale to a third party purchaser where the purchase price paid for the Property is equal to or more than the GAAP Project Cost but less than the Termination Value, then Lessor shall retain the aggregate amount of any Make-Whole Premium sale proceeds, and Lessee shall not share in the sale proceeds. On a Sale Date if (x) Lessor receives the Termination Value from a third party purchaser, (y) Lessor and such other parties receive all other expenses incurred amounts specified in the last sentence of the first paragraph of Section 21.1(a) and (z) there remains any excess proceeds from the sale of the Property, then Lessee may retain such excess. If the Property is retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof21.1(a) or for whatever other reason (other than a sale to Lessee (or its designee) pursuant to the Purchase Option) there is no sale to a third party purchaser, then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price all Rent and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer the Operative Agreements and an amount equal to the Maximum Residual Guarantee Amount. Any payment of immediately available funds and upon discharge any of the Lien foregoing amounts described in this Section 21.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the Indenture first paragraph of Section 21.1(a). (c) In the event that the Property is either sold to a third party purchaser on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 21.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain the Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of the Property. All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the Engines shall be installed on sum of all costs and expenses incurred by Lessor and/or the Airframe Agent (provided that as the Airframe case may be sold be) in connection with engines meeting the requirements set forth herein for Replacement Engines in lieu such sale of the Engines one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement. 1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor mayor the Trust Company, if it desires to do soin its individual capacity, seek to obtain such bids. The Owner Participant any Lessor Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the Lessee with respect applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the Aircraft, unless appropriate purchaser each of the Owner Participant has given following: (a) special or limited warranty Deeds conveying each such Property (to the Lessee binding extent it is real property titled to Lessor) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase an assignment of the Aircraft Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and if such notice has been givensubject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Bill xx Sale conveying each such Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee will provide shall surrender the Lessor with copies of bids received by Properties so sold or subject to such documents to each purchaser in the Lessee. No bid condition specified in Section 10.1, or in such other condition as may be submitted by agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the Lessee or effect of unreasonably discouraging bona fide third party bids for any Person affiliated Property. If each of the Properties is not either (i) sold on the Sale Date in accordance with the Lessee terms of this Section 22.1, or (or with whom or which there is any arrangement or understanding as ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the subsequent use second sentence of the Aircraft by second paragraph of this Section 22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any sales proceeds received, and (y) Lessor shall transfer each applicable Property to Lessee or any of its Affiliatesin accordance with Section 20.2. (b) If the Properties are sold on a Sale Date to one (1) or any agent or Person acting on behalf more third party purchasers in accordance with the terms of Section 22.1(a) and the Lessee. The Lessee may reject any bid which aggregate purchase price paid for all the Properties is less than the sum of the applicable Termination Valueaggregate Property Cost for all the Properties (hereinafter such difference shall be referred to as the "Deficiency Balance"), then Lessee hereby unconditionally promises to pay to Lessor on the aggregate amount of any Make-Whole Premium Sale Date all Rent and all other expenses incurred by amounts then due and owing pursuant to the Lessor, the Owner Participant Operative Agreements and the Indenture Trustee lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all the Properties. On a Sale Date if (x) Lessor receives the aggregate Termination Value for all the Properties from one (1) or more third party purchasers, (y) Lessor and such other parties receive all other amounts specified in connection with the salelast sentence of the first paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for all the Properties on such date exceeds the sum of the aggregate Property Cost for all the Properties, then Lessee may retain such excess. Subject If one or more of the Properties are retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price all Rent and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds the Operative Agreements and upon discharge an amount equal to the Maximum Residual Guarantee Amount for the Properties so retained. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a) (without duplication). (c) In the event that all the Properties are either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) to the extent permitted by applicable Legal Requirements, all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor or such third party purchaser(s), as applicable, evidencing the continuation or assignment of each Ground Lease.

Sale Procedure. (a) During the period from the giving Marketing Period, Lessee, on behalf of notice any assignee of Lessee pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for 25.1 or the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all of the Properties in connection with a sale to one or more purchasers to be consummated on the Proposed Termination Expiration Date for the highest price available (or such earlier date as subject to the proviso in the next sentence), shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the Proposed Termination Dateforegoing, Lessor may not reject the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Properties submitted by the Lessee if such bids, in the aggregate, are greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf Limited Recourse Amount for all of the LesseeProperties, plus all amounts, if any, referred to in clause FIRST of Section 22.2 and represent bona fide offers from one or more third party purchasers. The Lessee may reject any bid If the price which a prospective purchaser or purchasers shall have offered to pay for the Properties is less than the sum of the applicable Termination ValueLimited Recourse Amount plus all costs and expenses referred to in clause FIRST of Section 22.2, Lessor may elect to retain all the 29 Properties by giving Lessee prior written notice of Lessor's election to retain the Properties, and upon receipt of such notice, Lessee shall surrender, or cause to be surrendered, the aggregate amount Properties to Lessor pursuant to Section 10.1. Unless Lessor shall have elected to retain the Properties pursuant to the preceding sentence, Lessee shall arrange for Lessor to sell the Properties, for cash on the Expiration Date to the purchaser or purchasers identified by Lessee or Lessor, as the case may be. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the following: (i) a special or limited warranty Deed conveying the Property (to the extent it is real property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Make-Whole Premium Lessor Liens; (ii) a Bill of Sale conveying the Property (to the extent it is persxxxx property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (iii) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed; and (iv) a FIRPTA affidavit. Lessee shall surrender, or cause to be surrendered, the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10. 1. Neither party shall take any action or fail to take any action (where action is required under the Operative Agreements) which would have the effect of discouraging bona fide third party bids for any Property. If all other expenses incurred of the Properties are not either (i) sold on the Expiration Date in accordance with the terms of this Section 22.1, or (ii) retained by the LessorLessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of this Section 22.1(a), then the Owner Participant Lessee shall be obligated to pay the Lessor on the Expiration Date an amount equal to the Termination Value for all of the Properties (plus all Rent and other amounts then due and payable under this Lease and any other Operative Agreements) in accordance with the terms of Section 20.2. (b) If the Properties are sold on the Expiration Date to one or more third party purchasers in accordance with the terms of Section 22.1(a) and the Indenture Trustee aggregate purchase price paid for the Properties minus the sum of all amounts, if any, referred to in clause FIRST of Section 22.2 is less than the sum of the aggregate Termination Values for all of the Properties plus all Rent and other amounts then due and payable under this Lease and under any other Operative Agreements (hereinafter such difference shall be referred to as the "Deficiency Balance"), then the Lessee hereby unconditionally promises to pay to the Lessor on the Expiration Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for all of the Properties. If the Properties are retained by the Lessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of Section 22.1(a), then the Lessee hereby unconditionally promises to pay to the Lessor 30 on the Expiration Date an amount equal to the aggregate Maximum Residual Guaranty Amounts for all of the Properties. (c) In the event the Properties are either sold to a third party purchaser on the Expiration Date or retained by the Lessor in connection with an affirmative election by the Lessor pursuant to the third sentence of Section 22.1(a), then in either case on the Expiration Date the Lessee shall provide, or cause to be provided, Lessor or such third party purchaser, with (i) all permits, certificates of occupancy, governmental licenses and authorizations (to the extent such licenses or authorizations are transferable) necessary to use and operate such Property for its intended purposes, (ii) such easements, licenses, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the sale. Subject use, repair, access to or maintenance of such Property for its intended purpose or otherwise as the provisions of Section 10.02 hereofLessor shall reasonably request, on the Proposed Termination Date and (iii) a services agreement covering such services as Lessor or such earlier date third party purchaser may request in order to use and operate the Property for its intended purposes at such rates (not in excess of sale arm's- length fair market rates) as shall be consented acceptable to Lessee and Lessor or such third party purchaser. All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified form satisfactory to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner such third party purchaser, as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidderapplicable, and shall duly transfer to be fully assignable (including both primary assignments and assignments given in the Lessor title to nature of security) without payment of any such engines not owned by the Lessorfee, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines cost or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)other charge.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its commercially reasonable efforts to obtain bids for the cash purchase of all of the Properties in the related Pool in connection with a sale to one or more purchasers (other than Lessee or any Subsidiary or Affiliate of Lessee) to be consummated on the Proposed Termination Expiration Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the Proposed Termination Dateforegoing, Lessor may not reject the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a highest bid for the purchase of the Aircraft and if any Property in such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Pool submitted by the Lessee if (i) such bid is greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft Limited Recourse Amount for such Property, plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2, and represents a bona fide offer from one or more third party purchasers, and (ii) prior to Lessor’s acceptance of any such bid, Lessee has delivered to the Agent cash collateral in an amount not less than the anticipated Deficiency Balance (as defined in Section 22.1(b) below) as determined by the Lessee or Agent. If the price which a prospective purchaser shall have offered to pay for any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Property is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Recourse Amount for such Property plus all reasonable costs and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee referred to in connection with the sale. Subject to the provisions clause FIRST of Section 10.02 hereof22.2, on the Proposed Termination Date or Lessor may elect to retain such earlier date Property by giving Lessee prior written notice of sale as shall be consented Lessor’s election to in writing by the Lessorretain such Property, the and upon receipt of such notice, Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard surrender such Property to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10.1. Unless Lessor shall duly transfer have elected to retain any Property pursuant to the preceding sentence, Lessee shall arrange for Lessor title to any such engines not owned by sell the Lessor, Properties in the related Pool free and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the “Sale Date”) to the purchaser or purchasers identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor is diligently contesting such Lessor Lien by appropriate proceedings in good faith; and provided further that Lessor shall have no obligation to sell any Property if a Lease Event of Default has occurred and is continuing on the absence date of the Election Notice or the Sale Date. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. Lessor shall have no obligation to sell any Property on the Sale Date unless Lessor has received full payment therefor in cash in the amount required pursuant to this Section 22.1 on the Sale Date. (b) If any Property in the related Pool is sold on the Sale Date in accordance with the terms of Section 22.1(a) and the purchase price paid for such Property minus the sum of all costs and expenses referred to in clause FIRST of Section 22.2 is less than the Termination Value for such Property plus all Rent and other amounts then due and payable by the Lessee under this Lease and under any other Operative Agreements with respect to such Property (hereinafter such difference shall be referred to as the “Deficiency Balance”), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for such Property. If any Property in such Pool is retained by the Lessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of Section 22.1(a) or is not sold (subject to the Lessee’s having satisfied its obligations under this Section 22.1), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount for such Property. (c) In the event that the Properties in the related Pool are either sold to one or more third party purchasers on the Sale Date or retained by the Lessor's Liens), then in either case on the Sale Date (i) the Lessee shall provide Lessor or such third party purchasers with (A) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use and operate such Property for its intended purposes, (B) such easements, licenses, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, repair, access to or maintenance of such Property for its intended purpose or otherwise as the Lessor shall reasonably request, and (C) a services agreement covering such services as Lessor or such third party purchaser may request in order to use and operate a Property for its intended purposes at such rates (not in excess of arm’s-length fair market rates) as shall be acceptable to Lessee and Lessor or such third party purchaser, and (ii) the Term of this Lease shall terminate with respect to each Property in such Pool. All assignments, licenses, easements, agreements and other deliveries required by clauses (i)(A) and (B) of this paragraph (c) shall be in form reasonably satisfactory to the Lessor or such third party purchaser, as applicable, and shall be fully assignable (including both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the AircraftAircraft by a party other than the Lessee or any Affiliate thereof. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals twothree). The Lessor may, if it desires to do soso directed by the Owner Participant, seek to obtain such bids, and the Owner Participant may itself submit a bid. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has (I) given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft or (II) previously submitted its own bid, and if such notice or bid has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two three and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV 7 thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's LiensLiens (it being understood that, in connection with such transfer, the Owner Participant shall be responsible for removal of Lessor's Liens attributable to it, SSB shall be responsible for removal of Lessor's Liens attributable to it and the Owner Trustee shall be responsible for removal of Lessor's Liens attributable to the Owner Trustee, all in accordance with Section 7.03(b) or 7.04(b) as the case may be, of the Participation Agreement)).

Sale Procedure. During (a) In the period from event the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateCompany receives a Preferred D Sale Notice or a Non-Preferred D Sale Notice (a "Sale Notice"), the LesseeBoard of Directors shall, in the case of the receipt of a Preferred D Sale Notice, as non-exclusive agent for promptly as practicable after receipt of such notice, or, in the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) case of the Aircraft. On receipt of a Non-Preferred D Sale Notice, as promptly as practicable after the Proposed Termination Dateexpiration of the Non-Preferred D Notice Rescission Period, pursue a process, the Engines shall be installed on goal of which is to bring about the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu Sale of the Engines so long as Company, by engaging a Qualified Investment Banker, at the aggregate number of Engines and Replacement Engines being sold with Company's expense, to represent the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant Company and the Indenture Trustee Shareholders in connection with the saleSale of the Company and seek indications of interest, proposals and offers regarding the same ("Sale Proposals"). Subject The Company and the shareholders of the Company shall use their reasonable best efforts to facilitate the Sale of the Company process, which will be conducted at the direction of and controlled, at the Company's expense, by the Initiating Holders. Without limiting the foregoing, the Initiating Holders may negotiate with prospective parties to a Sale of the Company and any Sale Proposal, as modified as a result of such negotiations and however embodied (including in the form of one or more definitive agreements for execution by the Company and/or the Shareholders), will continue to constitute a Sale Proposal. If the Sale of the Company process is initiated by delivery of a Preferred D Sale Notice, then the "Initiating Holders" will be holders of a majority of the Series D Underlying Common Stock. If the Sale of the Company process is initiated by delivery of a Non-Preferred D Sale Notice that is not deemed rescinded, then the "Initiating Holders" will be holders of a majority of the Underlying Common Stock, other than the Series D Underlying Common Stock. (b) During the Sale of the Company process, the Company shall, from time to time (and not less frequently than once per week), give to each of the holders of the Underlying Common Stock and 2001 Warrant Shares, a written update (a "Sale Update") as to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu progress of the Engines so long as Sale of the aggregate number of Engines Company process and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly describing each Sale Proposal received by the Lessor Company or the Qualified Investment Bank engaged to pursue the Sale of the Company, setting forth the name of the proposed purchaser, a description of the consideration to be received upon the Sale of the Company, the proposed date for closing the Sale of the Company and certified to the Lessee) in the same manner other material terms of each Sale Offer. The Company shall also provide each holder of Underlying Common Stock and 2001 Warrant Shares with copies of each Sale Proposal together with all such other information pertaining thereto as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified may be reasonably be requested by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by holder of Underlying Common Stock or 2001 Warrant Shares. (c) At any time during the Lessor, and the Lessor shall, upon payment in full Sale of the bid price Company process, the Initiating Holders may direct the Company and/or the other Shareholders to pursue, accept, decline to pursue, cease to pursue or reject any Sale Proposal and all amounts due otherwise direct and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge control the Sale of the Lien of Company process. Nothing herein will prohibit the Indenture in accordance with Article XIV thereofInitiating Holders from contemporaneously pursuing, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)directing that others pursue, more than one Sale Proposal.

Sale Procedure. (a) Provided that no Lease Default or Lease Event of Default shall have occurred and be continuing, at the expiration of the Term, unless Lessee shall have (i) elected to extend the Expiration Date, (ii) elected (or be deemed to have elected) to purchase the Property and paid the Purchase Option Price with respect thereto, or (iii) otherwise terminated this Lease with respect thereto and paid the Termination Value with respect thereto, Lessee may elect to remarket the Property as provided in Section 20.2, in which event Lessee shall (i) pay to Agent Lessor the Maximum Residual Guarantee Amount for the Property (offsetting, at the option of Lessee, against such amount the aggregate amount of the Defeasance Deposit Collateral), and (ii) sell the Property to one or more third parties for cash in accordance with Section 21.1(b). (b) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent nonexclusive broker for the Agent Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On Property for the Proposed Termination Datehighest price available in the relevant market, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu notify Agent Lessor promptly of the Engines so long name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Agent Lessor with such additional information about the bids and the bid solicitation procedure as Agent Lessor may request from time to time. Agent Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; PROVIDED, HOWEVER, that notwithstanding the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The foregoing, Agent Lessor may, may not reject a bid if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect bid is greater than or equal to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase sum of the Aircraft Limited Recourse Amount and if such notice has been given, the Lessee will provide the Lessor with copies all costs and expenses of bids received sale and is a bona fide offer by the a third party purchaser who is not an Affiliate of Lessee. No bid may be submitted by If the Lessee or any Person affiliated with the Lessee (or with whom or price which there is any arrangement or understanding as a prospective purchaser shall have offered to the subsequent use of the Aircraft by the Lessee pay for all or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Property is less than the sum of the applicable Termination ValueLimited Recourse Amount and all costs and expenses of sale, Agent Lessor may elect to retain the Property by giving Lessee at least two Business Days' prior written notice of Agent Lessor's election to retain the Property, and upon receipt of such notice, Lessee shall surrender the Property to Agent Lessor pursuant to Section 10.1(c). Unless Agent Lessor shall have elected to retain the Property pursuant to the preceding sentence, Agent Lessor shall sell the Property free of any Lessor Liens attributable to it, without recourse or warranty, for cash to the purchaser or purchasers identified by Lessee or Agent Lessor, as the case may be, and Lessee shall surrender the Property to such purchaser in the condition specified in Section 10.1. (c) On the date during the Marketing Period on which the Property is sold pursuant to Section 21.1(b), or on the Maturity Date if the Property remains unsold, Lessee shall pay to Agent Lessor the Maximum Residual Guarantee Amount for the Property (after taking into account the application of the proceeds of such sale pursuant to the terms of this Lease, the Credit Agreement and the Participation Agreement and offsetting, at the option of Lessee, against such amount the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's LiensDefeasance Deposit Collateral).

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Date (or such earlier date as Sale Date, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor or the Engines shall be installed on Agent, as appropriate, the Airframe sum of all reasonable costs and expenses incurred by Lessor and/or the Agent (provided that as the Airframe case may be sold be) in connection with engines meeting the requirements set forth herein for Replacement Engines in lieu such sale of the Engines Property, all Rent then due and payable or accrued under this Lease and/or any other Operative Agreement. Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject any bid submitted by Lessee if such bid is greater than 1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain the Property pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Property free and clear of the Lien of this Lease, the Liens of the Security Documents and any other Operative Agreements and any Lessor Liens, without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant Lien shall not inspect any bids received constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the cost and expense of Lessor such Lessor Lien by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated appropriate proceedings in which event (with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf consent of the Lessee, but without penalty or cost to Lessee) the applicable Sale Date shall be delayed for the period of such contest. The To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) a special or limited warranty Deed conveying the Property (to the extent it is real property) to the appropriate purchaser free and clear of the Lien of this Lease, the Liens of the Credit Documents and the other Operative Agreements and any Lessor Liens; (b) a Bill of Sale conveying the Property (to the extent it xx personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Liens of the Credit Documents and the other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed; and (d) FIRPTA affidavits and such other documents or instruments required for the issuance of an owner's policy of title insurance subject only to the Liens encumbering the Property on the Commencement Date and those consented to by Lessee, or otherwise to effect the conveyance and release contemplated herein, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and the Agent. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Neither Lessor nor Lessee shall take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for the Property. If the Property is neither (i) sold on the Sale Date in accordance with the terms of this Section 22.1, nor (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then (x) Lessee shall be deemed to have elected the Purchase Option and shall be obligated to pay Lessor on the Sale Date an amount equal to the aggregate Termination Value for the Property less any sales proceeds received, and (y) Lessor shall transfer the Property to Lessee in accordance with Section 20.2. (b) In the event Lessee shall have elected the Sale Option, Lessee hereby unconditionally promises to pay to Lessor on the earlier of the Sale Date or the Expiration Date, the Maximum Residual Guarantee Amount. On the Sale Date if (x) Lessor receives the aggregate Termination Value for the Property from one (1) or more third party purchasers and (y) Lessor and such other parties receive all other amounts specified in the last sentence of the first paragraph of Section 22.1(a) then Lessee may reject retain any bid which is less than the sum of the applicable excess above Termination Value, . If the aggregate amount of any Make-Whole Premium and all other expenses incurred Property is retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date all Basic Rent and Supplemental Rent (exclusive of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu a payment of the Engines so long as the aggregate number of Engines Termination Value) due and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard payable on or prior to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereofSale Date and, at a location specified by such bidderwithout duplication, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge the Operative Agreements and, without duplication, an amount equal to the Maximum Residual Guarantee Amount. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made, without duplication, together with a payment of all Rent and all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a). (c) In the event that the Property is either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain the Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of the Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.

Sale Procedure. During At any time after the period third (3rd) anniversary of the date of this Agreement, Managing Member shall have the continuing right to solicit offers from third parties to sell the giving Project; provided that prior to soliciting any such offers the Managing Member shall provide written notice to the Members (a “Sale Notice”) of notice pursuant its intent to Section 10.01(asolicit offers for the Project. The Sale Notice shall set forth the proposed sales price of the Project (the “Proposed Project Value”). For thirty (30) hereof until days following receipt of a Sale Notice, the JV Member may elect to buy KBS’ Interest in the Company (a “Purchase Election”) in lieu of having the Project sold. If a Purchase Election is timely made, the purchase price for KBS’ Interest shall be the amount KBS would receive if the Project were to be sold for the Proposed Termination Project Value and the proceeds distributed upon a liquidation of the Company had the Project been sold for the Proposed Project Value as provided in this Agreement. The closing of the purchase and sale of KBS’ Interest in the Company shall take place on a date agreed upon by KBS and the purchasers of such interest, which date may not be later than sixty (60) days following the date of the Sale Notice (the “Purchase Closing Date”). To be effective, the Lessee, as Purchase Election must be accompanied by (a) a non-exclusive agent for refundable (but applicable to the Lessor, shall use its reasonable efforts purchase price) cash deposit (the “Member Deposit”) made to obtain bids for the cash purchase on the Proposed Termination Date KBS equal to five percent (or such earlier date as shall be consented to in writing by the Lessor5%) of the Aircraft. On the Proposed Termination DateProject Value, the Engines shall and (b) a draft sales agreement (“Member Purchase Agreement”) to be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines executed by KBS and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Member(s) containing such terms to the provisions of Section 10.02 hereof, on the Proposed Termination Date or which such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided parties may agree that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply are consistent with the provisions of this Section 11.04 hereof as if an Event 7.01 and that provides for the transfer of Loss occurred with regard KBS's Interest in the Company to such Member(s) free and clear of all liens, encumbrances and similar claims. KBS and the applicable Member(s) shall use their good faith diligent efforts to execute the Member Purchase Agreement within ten (10) business days thereafter. Notwithstanding anything stated to the Enginescontrary herein, if the parties are unable to agree upon the Member Purchase Agreement after good faith and diligent efforts to do so or the purchasing Member(s) fail to close the bidder which purchase of KBS's interests on or before the Purchase Closing Date, KBS shall have submitted the highest cash bid right to terminate the Member Purchase Agreement (if executed) and retain the Member Deposit as liquidated damages (whether certified to or not the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the LessorMember Purchase Agreement is executed), and the Lessor shallMember Purchase Agreement shall so provide, upon payment in full of and thereafter, KBS shall have the bid price and all amounts due and owing right to cause the Company to sell the Project pursuant to this Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)7.01.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and the Lessee (the “Sale Date”) for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than any Credit Party or any Affiliate or Subsidiary of any Credit Party. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement, together with the Engines shall be installed on costs and expenses incurred by Lessor and/or the Airframe (provided that Agent respecting the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu sale of the Engines Property. Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the bids submitted by Lessee if such bids, in the 1. Upon acceptance of any bid, Lessor agrees, at Lessee’s request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article XXII and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain the Property pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Property free and clear of the Lien of this Lease and any Lessor Liens without recourse or warranty (of title or otherwise). The , for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant Lien shall not inspect constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the cost and expense of Lessor, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying the Property (to the extent it is real property titled to Lessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in the Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any bids received Lessor Liens; (b) a xxxx of sale conveying the Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens and, to the extent the following are agreed to by the Lessee with respect to the AircraftAgent in its reasonable discretion, unless the Owner Participant has given to the Lessee binding such title affidavits and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid other documents as may be submitted reasonably requested by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee title insurance underwriter issuing title insurance in connection with the saleacquisition of the Property by the appropriate purchaser; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. Subject All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, or in such other condition as may be agreed between Lessee and such purchaser. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for the Property. (b) In the event Lessee shall have elected the Sale Option, Lessee hereby unconditionally promises to pay to Lessor on the earlier of the Sale Date or the Expiration Date, the Maximum Residual Guarantee Amount. On the Sale Date if (x) Lessor receives the aggregate Termination Value for the Property from one (1) or more third party purchasers and (y) Lessor and such other parties receive all other amounts specified in the last sentence of the first paragraph of Section 22.1(a) then Lessee may retain any excess above Termination Value. If the Property is retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a), then Lessee hereby unconditionally promises to pay to Lessor on the Proposed Termination Sale Date or such earlier date all Basic Rent and Supplemental Rent (exclusive of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu a payment of the Engines so long as the aggregate number of Engines Termination Value) due and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard payable on or prior to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereofSale Date and, at a location specified by such bidderwithout duplication, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all other amounts then due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge the Operative Agreements and, without duplication, an amount equal to the Maximum Residual Guarantee Amount. Any payment of the Lien foregoing amounts described in this Section 22.1(b) shall be made, without duplication, together with a payment of all Rent and all other amounts referenced in the last sentence of the Indenture first paragraph of Section 22.1(a). (c) In the event that the Property is either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in accordance connection with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as an affirmative election made by Lessor pursuant to the absence provisions of Lessor's LiensSection 22.1(a), then in either case on the applicable Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain the Property for the purpose it is being used by Lessee, and (ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of the Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. Lessee shall also execute any documentation requested by Lessor or such third party purchaser(s), as applicable, evidencing the continuation or assignment of each Ground Lease.

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals twothree). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant Participants shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has Participants have given to the Lessee binding and irrevocable notice that neither the Owner Participant Participants nor any of its Affiliates nor any Person acting for the Owner Participant Participants or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant Participants and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two three and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full to the Lessor of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV 7 thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts attempt to obtain bids for the cash purchase of all the Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and the Lessee (the "Sale Date"), shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts payable by Lessee then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the Engines direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of one or more Properties shall be installed on paid by either (i) sales proceeds from the Airframe Properties, (provided that ii) Lessor (but only the Airframe may be sold extent amounts are available therefor with engines meeting respect to the requirements set forth herein for Replacement Engines Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in lieu of the Engines so long as Available Commitments and the aggregate number of Engines Available Holder Commitments to fund such costs and Replacement Engines being sold with the Airframe equals two). The Lessor mayexpenses) or (iii) Lessee; provided, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received amounts funded by the Lenders and the Holders with respect to such costs and expenses shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to such costs and expenses shall be a part of (and limited by) the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Maximum Residual Guarantee Amount. Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the bids submitted by Lessee if such bids, in the aggregate, are greater than or equal to the sum of the Limited Recourse Amount for all the Properties, and represent bona fide offers from one (1) or more third party purchasers. If the highest price which a prospective purchaser or the prospective purchasers shall have offered to pay for all the Properties on the Sale Date is less than the sum of the applicable Termination ValueLimited Recourse Amount for all the Properties or if such bids do not represent bona fide offers from one (1) or more third parties or if there are no bids, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor may elect to the provisions of Section 10.02 hereof, on the Proposed Termination Date retain one or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu more of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Properties by giving Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence prior written notice of Lessor's Liens).election to

Sale Procedure. (a) Unless Lessee shall have elected to -------------- purchase the Property and has paid the Purchase Option Price with respect thereto, or otherwise terminated this Lease with respect thereto and paid the Termination Value with respect thereto, Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount as provided for in Section 21.1(c), and (ii) sell the Property to one or more third parties for cash in accordance with Section 21.1(b). (b) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent nonexclusive broker for the Lessor, shall use its reasonable best efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On Property being sold for the Proposed Termination Datehighest price available in the relevant market, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu notify Lessor promptly of the Engines so long as name and address of each prospective purchaser and the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires cash price which each prospective purchaser shall have offered to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting pay for the Owner Participant or Property and shall provide Lessor with such Affiliate will submit a additional information about the bids and the bid for the purchase solicitation procedure as Lessor may request from time to time. In connection with any such sale of the Aircraft and if such notice has been givenProperty, the Lessee will provide to the prospective purchaser all customary seller's indemnities, representations and warranties regarding title, absence of Liens (except Permitted Liens and Lessor Liens) and the condition of the Property, as well as such other terms and conditions as may be negotiated between the Lessee and the prospective purchaser. 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 law in order to carry out and complete the transfer of the Property. As to Lessor, any such sale shall be made on an "as is, with all faults" basis without representation or warranty by the Lessor with copies other than the absence of bids received by the LesseeLessor Liens. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the -------- ------- foregoing, Lessor may not reject a bid if such bid, together with any amounts to be paid pursuant to Section 21.3, is greater than or equal to the sum of the Limited Deficiency Amount and all costs and expenses referred to in Section 21.2(i) and is a bona fide offer by a third party purchaser who is not an Affiliate of Lessee. If the price which a prospective purchaser shall have offered to pay for the Property is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Deficiency Amount and all other costs and expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented referred to in writing Section 21.2(i), Lessor may elect to retain the Property by giving Lessee at least two Business Days' prior written notice of Lessor's election to retain the LessorProperty, the and upon receipt of such notice, Lessee shall deliver surrender the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Property to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10.1(c). Unless Lessor shall duly transfer have elected to retain the Property pursuant to the preceding sentence, Lessor title shall sell the Property free of any Lessor Liens attributable to any such engines not owned it, without recourse or warranty, for cash to the purchaser or purchasers identified by the Lessee or Lessor, and as the Lessor shall, upon payment case may be. Lessee shall surrender the Property so sold to each purchaser in full the condition specified in Section 10.1. (c) On the earlier of (i) the bid price and all amounts due and owing date on which the Property is sold pursuant to Section 10.01(c21.1(b), and (ii) hereof by wire transfer of immediately available funds and upon discharge of the Lien of Maturity Date, Lessee shall pay to Lessor the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)Maximum Residual Guarantee Amount.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all of the Properties in connection with a sale to one or more purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraft. On name and address of each prospective purchaser and the Proposed Termination Date, the Engines cash price which each prospective purchaser shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires have offered to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting pay for the Owner Participant or Properties and shall provide Lessor with such Affiliate will submit a additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the highest bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Properties submitted by the Lessee if such bid is greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft by Limited Recourse Amount for the Lessee Properties, plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2 and represent bona fide offers from one or any of its Affiliatesmore third party purchasers and provided further, that Lessor may not reject a bid from the Houston Purchaser (defined below) with respect to all Property located in Houston, Texas, or any agent or Person acting on behalf a bid from the Topeka Purchaser (defined below) with respect to all Property located in Topeka, Kansas in each case if and only if each of the Lesseefollowing conditions in clauses (y) and (z) are met: (y) such bid is at least equal to the Termination Value of such Property (whether or not it is the highest bid for such Property), plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2 related to such Property. The Lessee may reject any bid If the price which a prospective purchaser or purchasers shall have offered to pay for the Property is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Recourse Amount plus all reasonable costs and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee referred to in connection with the sale. Subject to the provisions clause FIRST of Section 10.02 hereof, on 22.2 and represents a bona fide offer from such purchaser and (z) with respect to all Properties other than such Property (the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor"Other Properties"), the Lessee shall deliver has received (and the Airframe which shall have Lessor has accepted) bids from one or more prospective purchasers, such bids are greater than or equal to the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu sum of the Engines so long as Limited Recourse Amounts for the aggregate number Other Properties, plus all reasonable costs and expenses referred to in clause FIRST of Engines Section 22.2, Lessor may elect to retain the Properties by giving Lessee prior written notice of Lessor's election to retain the Properties, and Replacement Engines being delivered with the Airframe equals two and the upon receipt of such notice, Lessee shall comply with surrender the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Properties to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10. 1. Unless Lessor shall duly transfer have elected to retain the Properties pursuant to the preceding sentence, Lessee shall arrange for Lessor title to any such engines not owned by sell the Lessor, Properties free and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the "Sale Date") to the absence purchaser or purchasers identified by Lessee or Lessor, as the case may be; provided, however, solely as 1. Lessee shall not take or fail to take any action which would have the effect of Lessor's Liensunreasonably discouraging bona fide third party bids for the Property. Lessor shall have no obligation to sell any Property on the Sale Date unless all of the Properties are sold on the Sale Date. If the Properties are not either (i) sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) retained by the Lessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of this Section 22.1(a), then the Lessee shall be obligated to pay the Lessor on the Sale Date an amount equal to the Termination Value for the Properties (plus all Rent and other amounts then due and payable under this Lease and any other Operative Agreements) in accordance with the terms of Section 20. 2. For the purposes of this paragraph, "Houston Purchaser" shall mean Houston Rehabilitation Associates, a Delaware general partnership; and "Topeka Purchaser" shall mean Kansas Rehabilitation Hospital, Inc., a Delaware corporation.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its commercially reasonable efforts to obtain bids for the cash purchase of all of the Properties for which Lessee has exercised the Sale Option in connection with a sale to one or more purchasers (other than Lessee or any Subsidiary or Affiliate of Lessee) to be consummated on the Proposed Termination Expiration Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the Proposed Termination Dateforegoing, Lessor may not reject the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a highest bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be any Property submitted by the Lessee if (i) such bid is greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft Limited Recourse Amount for such Property, plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2, and represents a bona fide offer from one or more third party purchasers, and (ii) prior to Lessor’s acceptance of any such bid, Lessee has delivered to the Agent cash collateral in an amount not less than the anticipated Deficiency Balance (as defined in Section 22.1(b) below) as determined by the Lessee or Agent. If the price which a prospective purchaser shall have offered to pay for any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Property is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Recourse Amount for such Property plus all reasonable costs and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee referred to in connection with the sale. Subject to the provisions clause FIRST of Section 10.02 hereof22.2, on the Proposed Termination Date or Lessor may elect to retain such earlier date Property by giving Lessee prior written notice of sale as shall be consented Lessor’s election to in writing by the Lessorretain such Property, the and upon receipt of such notice, Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard surrender such Property to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10.1. Unless Lessor shall duly transfer have elected to retain any Property pursuant to the preceding sentence, Lessee shall arrange for Lessor title to any such engines not owned by sell the Lessor, Properties free and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the “Sale Date”) to the purchaser or purchasers identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor is diligently contesting such Lessor Lien by appropriate proceedings in good faith; and provided, further that Lessor shall have no obligation to sell any Property if a Lease Event of Default has occurred and is continuing on the absence date of the Election Notice or the Sale Date. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. Lessor shall have no obligation to sell any Property on the Sale Date unless Lessor has received full payment therefor in cash in the amount required pursuant to this Section 22.1 on the Sale Date. (b) If any Property is sold on the Sale Date in accordance with the terms of Section 22.1(a) and the purchase price paid for such Property minus the sum of all costs and expenses referred to in clause FIRST of Section 22.2 is less than the Termination Value for such Property plus all Rent and other amounts then due and payable by the Lessee under this Lease and under any other Operative Agreements with respect to such Property (hereinafter such difference shall be referred to as the “Deficiency Balance”), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for such Property. If any Property is retained by the Lessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of Section 22.1(a) or is not sold (subject to the Lessee’s having satisfied its obligations under this Section 22.1), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount for such Property (or, in the case of a Segregated Property, the sum of the Maximum Residual Guarantee Amount for the Land related to such Segregated Property, plus the Maximum Residual Guarantee Amount for the Improvements related to such Segregated Property). Notwithstanding the procedures set forth in the first sentence of this subparagraph (b), the following procedure shall apply to the Properties located in Fontana, California and Miami, Florida (each, a “Segregated Property”) in place thereof. If the Lessee elects the Sale Option with respect to any Segregated Property, at the time of such election, the Lessee and the Lessor shall use the Appraisal Procedure to determine the ratio, expressed as a percentage, of the fair market sales value of the Land related to such Segregated Property at the time of such election, divided by the Fair Market Sales Value of such Segregated Property at such time (such percentage, the “Land Percentage” for such Segregated Property; the “Improvements Percentage” for such Segregated Property shall be 100% minus the Land Percentage for such Segregated Property). If any Segregated Property is sold on the Sale Date in accordance with the terms of Section 22.1(a) and (A) the Land Percentage times the amount equal to the purchase price paid for such Property minus the sum of all costs and expenses referred to in clause FIRST of Section 22.2 is less than the Property Cost for such Property allocated to the Land, as set forth on Schedule 1 to the Participation Agreement (hereinafter such difference shall be referred to as the “Land Deficiency Balance”), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date the lesser of (i) the Land Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for the Land related to such Property as set forth on Schedule 1 to the Participation Agreement and/or (B) the Improvements Percentage times the amount equal to the purchase price paid for such Property minus the sum of all costs and expenses referred to in clause FIRST of Section 22.2 is less than the Property Cost for such Property allocated to the Improvements, as set forth on Schedule 1 to the Participation Agreement (hereinafter such difference shall be referred to as the “Improvements Deficiency Balance”), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date the lesser of (i) the Improvements Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for the Improvements related to such Property as set forth on Schedule 1 to the Participation Agreement . (c) In the event that the Properties are either sold to one or more third party purchasers on the Sale Date or retained by the Lessor's Liens), then in either case on the Sale Date (i) the Lessee shall provide Lessor or such third party purchasers with (A) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use and operate such Property for its intended purposes, (B) such easements, licenses, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, repair, access to or maintenance of such Property for its intended purpose or otherwise as the Lessor shall reasonably request, and (C) a services agreement covering such services as Lessor or such third party purchaser may request in order to use and operate a Property for its intended purposes at such rates (not in excess of arm’s-length fair market rates) as shall be acceptable to Lessee and Lessor or such third party purchaser, and (ii) the Term of this Lease shall terminate with respect to each Property so sold. All assignments, licenses, easements, agreements and other deliveries required by clauses (i)(A) and (B) of this paragraph (c) shall be in form reasonably satisfactory to the Lessor or such third party purchaser, as applicable, and shall be fully assignable (including both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all of the Properties in connection with a sale to one or more purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraft. On name and address of each prospective purchaser and the Proposed Termination Date, the Engines cash price which each prospective purchaser shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires have offered to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting pay for the Owner Participant or Properties and shall provide Lessor with such Affiliate will submit a additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the highest bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Properties submitted by the Lessee if such bid is greater than or any Person affiliated equal to the sum of the Limited Recourse Amount for the Properties, plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2 and represent bona fide offers from one or more third party purchasers and provided further, that Lessor may not reject a bid from the Houston Purchaser (defined below) with respect to all Property located in Houston, Texas, or a bid from the Topeka Purchaser (defined below) with respect to all Property located in Topeka, Kansas in each case if and only if each of the following conditions in clauses (y) and (z) are met: (y) such bid is at least equal to the Termination Value of such Property (whether or not it is the highest bid for such Property), plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2 and represents a bona fide offer from such purchaser and (z) with respect to all Properties other than such Property (the "Other Properties"), the Lessee has received (and the Lessor has accepted) bids from one or with whom more prospective purchasers, such bids are greater than or which there is any arrangement or understanding as equal to the subsequent use sum of the Aircraft by Limited Recourse Amounts for the Lessee Other Properties, plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2 and such bids represent bona fide offers from such third party purchasers. If the price which a prospective purchaser or any of its Affiliates) or any agent or Person acting on behalf of purchasers shall have offered to pay for the Lessee. The Lessee may reject any bid which Properties is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium Limited Recourse Amount plus all reasonable costs and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee referred to in connection with the sale. Subject to the provisions clause FIRST of Section 10.02 hereof22.2, on Lessor may elect to retain the Proposed Termination Date or Properties by giving Lessee prior written notice of Lessor's election to retain the Properties, and upon receipt of such earlier date of sale as shall be consented to in writing by the Lessornotice, the Lessee shall deliver surrender the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Properties to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and Section 10. 1. Unless Lessor shall duly transfer have elected to retain the Properties pursuant to the preceding sentence, Lessee shall arrange for Lessor title to any such engines not owned by sell the Lessor, Properties free and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the "Sale Date") to the absence purchaser or purchasers identified by Lessee or Lessor, as the case may be; provided, however, solely as 1. Lessee shall not take or fail to take any action which would have the effect of Lessor's Liensunreasonably discouraging bona fide third party bids for the Property. Lessor shall have no obligation to sell any Property on the Sale Date unless all of the Properties are sold on the Sale Date. If the Properties are not either (i) sold on the Sale Date in accordance with the terms of this Section 22.1, or (ii) retained by the Lessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of this Section 22.1(a), then the Lessee shall be obligated to pay the Lessor on the Sale Date an amount equal to the Termination Value for the Properties (plus all Rent and other amounts then due and payable under this Lease and any other Operative Agreements) in accordance with the terms of Section 20. 2. For the purposes of this paragraph, "Houston Purchaser" shall mean Houston Rehabilitation Associates, a Delaware general partnership; and "Topeka Purchaser" shall mean Kansas Rehabilitation Hospital, Inc., a Delaware corporation.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all the Properties in connection with a sale to one or more third party purchasers to be consummated on the Proposed Termination Expiration Date (or such earlier date as is acceptable to the Agent and the Lessee (the "Sale Date") for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Proposed Termination Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the Engines direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of one or more Properties shall be installed on paid by either (i) sales proceeds from the Airframe Properties, (provided that ii) Lessor (but only to the Airframe may extent amounts are available therefor within the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in its Available Commitment and its Available Holder Commitment, respectively, to fund such costs and expenses) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to such costs and expenses shall be sold added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with engines meeting respect to such costs and expenses shall be a part of (and limited by) the requirements set forth herein for Replacement Engines in lieu Maximum Residual Guarantee Amount. 10.1. Upon acceptance of the Engines any bid, Lessor agrees, at Lessee's request and expense, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals two)terms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. The Unless Lessor may, if it desires shall have elected to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant retain one or such Affiliate will submit a bid for the purchase more of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Properties pursuant to the provisions of Section 10.02 hereofthe preceding paragraph, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein arrange for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard Lessor to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and sell all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).the

Sale Procedure. During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) of the Aircraft. On the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant Participants shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has Participants have given to the Lessee binding and irrevocable notice that neither the Owner Participant Participants nor any of its Affiliates nor any Person acting for the Owner Participant Participants or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant Participants and the Indenture Trustee in connection with the sale. Subject to the provisions of Section 10.02 hereof, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens).

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the Lessee, as non-exclusive agent for on behalf of the Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of all of the Properties in connection with a sale to one or more purchasers (other than Lessee or any Affiliate of Lessee) to be consummated on the Proposed Termination applicable Expiration Date (or such earlier date as Payment Date for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the Proposed Termination Dateforegoing, Lessor may not reject the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any highest bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be Properties submitted by the Lessee if (i) such bids, in the aggregate, are greater than or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as equal to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, Limited Recourse Amount for all of the aggregate amount of any Make-Whole Premium and all other expenses incurred by Properties, 1. Unless Lessor shall have elected to retain the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Properties pursuant to the provisions of Section 10.02 hereofpreceding sentence, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing by the Lessor, the Lessee shall deliver arrange for Lessor to sell the Airframe which shall have the Engines installed on it (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines Properties free and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor by the Lessee or directly received by the Lessor and certified to the Lessee) in the same manner as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by the Lessor, and the Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge clear of the Lien of the Indenture in accordance with Article XIV thereofthis Lease and any Lessor Liens attributable to it, sell the Airframe and Engines or engines to such bidder without recourse or warranty (of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the "Sale Date") to the purchaser or purchasers identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor or the Trust Company, in its individual capacity, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently contesting such Lessor Lien by appropriate proceedings in good faith; and provided further that (except as expressly permitted by Section 17.11) Lessor shall have no obligation to sell any Property if a Lease Event of Default has occurred and is continuing on the absence Date of Lessor's Liensthe Election Notice or the Sale Date. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10. 1. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. Lessor shall have no obligation to sell any Property on the Sale Date unless all of the Properties are sold (and Lessor has received full payment therefor in cash in the amount required pursuant to this Section 22.1).

Sale Procedure. During (a) In the period from event the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateCompany receives an ABRY Sale Notice or a Preferred Sale Notice, the LesseeBoard of Directors shall, as non-exclusive agent for promptly as practicable, pursue a process, the Lessor, shall use its reasonable efforts goal of which is to obtain bids for bring about the cash purchase on the Proposed Termination Date (or such earlier date as shall be consented to in writing by the Lessor) Sale of the Aircraft. On Company, by engaging a Qualified Investment Banker, at the Proposed Termination DateCompany’s expense, to represent the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two). The Lessor may, if it desires to do so, seek to obtain such bids. The Owner Participant shall not inspect any bids received by the Lessee with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which is less than the sum of the applicable Termination Value, the aggregate amount of any Make-Whole Premium and all other expenses incurred by the Lessor, the Owner Participant Company and the Indenture Trustee Shareholders in connection with the saleSale of the Company and seek indications of interest, proposals and offers regarding the same (“Sale Proposals”). Subject The Company and the Shareholders shall use their reasonable best efforts to facilitate the Sale of the Company process, which will be conducted, at the Company’s expense, at the direction of and controlled by the Directing Holders (as defined in Paragraph 3B(b)). Without limiting the foregoing, the Directing Holders may negotiate with prospective parties to a Sale of the Company and any Sale Proposal, as modified as a result of such negotiations and however embodied (including in the form of one or more definitive agreements for execution by the Company and/or the Shareholders), will continue to constitute a Sale Proposal. (b) If the Sale of the Company process is initiated by delivery of an ABRY Sale Notice that is not deemed rescinded pursuant to the provisions terms of Section 10.02 hereofParagraph 3A(a) above, on then the Proposed Termination Date “Directing Holders” will be holders of a majority of the ABRY Shares. If the Sale of the Company process is initiated by delivery of a Preferred Sale Notice or such earlier date an ABRY Sale Notice that is subsequently deemed rescinded pursuant to the terms of sale as shall Paragraph 3A(a) above, then the “Directing Holders” will be consented to in writing by holders of a majority of the LessorSeries A Preferred Stock. (c) During the Sale of the Company process, the Lessee shall deliver the Airframe which shall have the Engines installed on it Company shall, from time to time (provided that the Airframe may be delivered with installed engines meeting the requirements set forth herein for Replacement Engines in lieu and not less frequently than once per week), give to each of the Engines so long holders of the Warrant Shares, a written update (a “Sale Update”) as the aggregate number of Engines and Replacement Engines being delivered with the Airframe equals two and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard to the Engines) to progress of the bidder which shall have submitted Sale of the highest cash bid (whether certified to the Lessor by the Lessee or directly Company process and describing each Sale Proposal received by the Lessor Company or the Qualified Investment Banker engaged to pursue the Sale of the Company, setting forth the name of the proposed purchaser, a description of the consideration to be received upon the Sale of the Company, the proposed date for closing the Sale of the Company and certified to the Lessee) in the same manner other material terms of each Sale Proposal. The Company shall also provide each holder of 2002 Warrant Shares with copies of each Sale Proposal together with all such other information pertaining thereto as if delivery were made to the Lessor pursuant to Article 12 hereof, at a location specified may be reasonably be requested by such bidder, and shall duly transfer to the Lessor title to any such engines not owned by holder of 2002 Warrant Shares. (d) At any time during the Lessor, and the Lessor shall, upon payment in full Sale of the bid price Company process, the Directing Holders may direct the Company and/or the other Shareholders to pursue, accept, decline to pursue, cease to pursue or reject any Sale Proposal and all amounts due otherwise direct and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge control the Sale of the Lien of Company process. Nothing herein will prohibit the Indenture in accordance with Article XIV thereofDirecting Holders from contemporaneously pursuing, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)directing that others pursue, more than one Sale Proposal.

Sale Procedure. (a) During the period from the giving of notice pursuant to Section 10.01(a) hereof until the Proposed Termination DateMarketing Period, the LesseeLessee that has executed a Lease Supplement respecting one or more Properties for which the Sale Option has been elected, as non-exclusive agent for the on behalf of Lessor, shall use its reasonable efforts to obtain bids for the cash purchase of such Property or Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the Proposed Termination Sale Date (or such earlier date as for the highest price available, shall be consented to in writing by the Lessor) notify Lessor promptly of the Aircraftname and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On All such prospective purchasers must be Persons other than the Proposed Termination Date, the Engines shall be installed on the Airframe (provided that the Airframe may be sold with engines meeting the requirements set forth herein for Replacement Engines in lieu applicable Lessee or any Affiliate of the Engines applicable Lessee. 10.1. Upon acceptance of any bid, Lessor agrees, at the applicable Lessee's request, to execute a contract of sale with respect to such sale, so long as the aggregate number of Engines and Replacement Engines being sold same is consistent with the Airframe equals twoterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of the preceding paragraph, the applicable Lessee shall arrange for Lessor to sell each other Property for which the Sale Option has been elected and a bid has been accepted free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor, without recourse or warranty (of title or otherwise), for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by the applicable Lessee or Lessor, as the case may be; provided, however, solely as to Lessor or the Trust Company, in its individual capacity, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Lessor or the Trust Company, in its individual capacity, such Lessor Lien by appropriate proceedings in which event the applicable Sale Date, all without penalty or cost to the applicable Lessee, shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of the following: (a) special or limited warranty Deeds conveying each such Property (to the extent it is real property titled to Lessor) and an assignment of the Ground Lease conveying the leasehold interest of Lessor in each such Property (to the extent it is real property and subject to a Ground Lease) to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (b) a Bill of Sale conveying each such Property (to the extent it xx xersonal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record each Deed and/or each Ground Lease assignment; and (d) FIRPTA affidavits, as appropriate. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor. The Lessor mayapplicable Lessee shall surrender the Properties so sold or subject to such documents to each purchaser in the condition specified in Section 10.1, if it desires to do so, seek to obtain or in such bidsother condition as may be agreed between the applicable Lessee and such purchaser. The Owner Participant applicable Lessee shall not inspect take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids received for any Property. In the event any Property for which the Sale Option has been elected has not been sold by the Expiration Date, each applicable Lessee shall continue to use its best efforts to market all remaining unsold Properties. (b) If any Property is sold on a Sale Date to a third party purchaser in accordance with respect to the Aircraft, unless the Owner Participant has given to the Lessee binding terms of Section 22.1(a) and irrevocable notice that neither the Owner Participant nor any of its Affiliates nor any Person acting for the Owner Participant or such Affiliate will submit a bid for the purchase of the Aircraft and if price paid for such notice has been given, the Lessee will provide the Lessor with copies of bids received by the Lessee. No bid may be submitted by the Lessee or any Person affiliated with the Lessee (or with whom or which there is any arrangement or understanding as to the subsequent use of the Aircraft by the Lessee or any of its Affiliates) or any agent or Person acting on behalf of the Lessee. The Lessee may reject any bid which Property is less than the sum Property Cost for such Property (hereinafter such difference shall be referred to as the "Deficiency Balance"), then the Lessee that has executed a Lease Supplement with respect to such Property hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for such Property. On a Sale Date if Lessor receives any amount in excess of the Termination Value for such Property from a third party purchaser, then Lessor shall pay to the applicable Termination Value, Lessee any such excess amounts. If one or more of the aggregate amount of any Make-Whole Premium and all other expenses incurred Properties are retained by the Lessor, the Owner Participant and the Indenture Trustee in connection with the sale. Subject Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 10.02 hereof22.1(a) or if any Property for which the Sale Option has been elected is not sold on or prior to the Expiration Date, then the Lessee that has executed a Lease Supplement with respect to such Property hereby unconditionally promises to pay to Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount for each such Property so retained, together with any and all Rent and all other amounts then due and owing by such Lessee to the Financing Parties pursuant to the Operative Agreements. Each Lessee shall also pay to the Bank, on the Proposed Termination Date Expiration Date, such Lessee's pro rata share of the Remarketing Fee (based on the ratio of the Property Cost allocable to such retained Properties for which such Lessee has executed a Lease Supplement to the aggregate Property Cost for all Properties so retained). The failure to pay the Deficiency Balance or such earlier date of sale as shall be consented to in writing by the LessorMaximum Residual Guarantee Amount, the Lessee Remarketing Fee or any such other amounts referenced in this Section 22.1(b) shall deliver constitute a Lease Event of Default. Upon the Airframe sale to a third party purchaser (which shall have the Engines installed on it (is not a Subsidiary or Affiliate of any Credit Party) of any Property, provided that the Airframe may Deficiency Balance or Maximum Residual Guarantee Amount, the Remarketing Fee and all such other amounts referenced in this Section 22.1(b) have been paid, the proceeds from the sale of such Property will be delivered applied in accordance with installed engines meeting Section 22.2. (c) In the requirements set forth herein for Replacement Engines event that any Property is either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in lieu of the Engines so long as the aggregate number of Engines and Replacement Engines being delivered connection with the Airframe equals two and the Lessee shall comply with an affirmative election made by Lessor pursuant to the provisions of Section 11.04 hereof as if an Event 22.1(a), then in either case on the applicable Sale Date the applicable Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of Loss occurred with regard occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain each such Property for the Engines) to the bidder which shall have submitted the highest cash bid (whether certified to the Lessor purpose it is being used by the Lessee or directly received by the Lessor applicable Lessee, and certified to the Lessee(ii) such manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the same manner nature of an easement as if delivery were made are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of each such Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor pursuant or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Article 12 hereofLessor or such third party purchaser(s), at a location specified by such bidderas applicable, and shall duly transfer to be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge. The applicable Lessee shall also execute any documentation requested by Lessor title to any or such engines not owned by third party purchaser(s), as applicable, evidencing the Lessor, continuation or assignment of each Ground Lease. (d) Notwithstanding the foregoing provisions of this Section 22.1 and the rights of each Lessee to remarket the Property or Properties with respect to which such Lessee has executed a Lease Supplement, Lessor shalland each other Financing Party at all times shall be permitted, upon payment in full of but shall be under no duty, to market the bid price Properties and all amounts due and owing pursuant to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture in accordance with Article XIV thereof, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)solicit bids therefor.