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. (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 Lessor's Liens)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.

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 aggregate amount 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 Make-Whole Premium bid, Lessor agrees, at Lessee’s request and all other expenses incurred by expense, to execute a contract of sale with respect to such sale, so long as the Lessor, the Owner Participant and the Indenture Trustee in connection same is consistent with the saleterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Subject Unless Lessor shall have elected to retain one or more of the Properties pursuant to the provisions of Section 10.02 hereofthe preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease, the Lien of any 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 Proposed Termination Sale Date to the purchaser or such earlier date of sale purchasers offering the highest cash sales price, as shall be consented to in writing identified by the Lessee or Lessor, as the Lessee case may be. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to 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 appropriate purchaser each 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 following: (a) special warranty Deeds conveying each such Property (to the Enginesextent it is real property titled to Lessor) to the bidder which shall have submitted appropriate purchaser free and clear of the highest cash bid Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens but without any other warranties (whether certified 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 Lessee or directly received by title company in connection with such transactions. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and certified 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 the Lessee) be addressed in the same manner 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 if delivery were made 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 Article 12 hereof, at a location specified an affirmative election made by such bidder, and shall duly transfer 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 title on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any such engines not owned sales proceeds received by the Lessor, and the (y) Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant shall transfer each applicable Property to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture Lessee 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)Section 20.2.

Sale Procedure. (a) Nothing in this Article XXII shall adversely affect Lessee's rights with respect to the Walk-Away Option to the extent exercised in accordance with Section 20.4. During the period from Marketing Period, Lessee and/or the giving Lessor (at the direction of notice pursuant to Section 10.01(athe Agent) 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 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 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 the Aircraft, unless the Owner Participant has given to the Lessee binding such costs 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 a part of (and limited 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 Maximum Residual Guarantee Amount 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)Property.

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 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 Lessor's Liens)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.

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. 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. (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. 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 Termination ValueLimited Recourse Amount for such Property, and represents a bona fide offer from one (1) or more third party purchasers. If the aggregate amount highest price (net of Remarketing Expense) which a prospective purchaser or the prospective purchasers shall have offered to pay for any Make-Whole Premium 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 all other expenses incurred by the Lessorshall surrender, the Owner Participant and the Indenture Trustee or cause to be surrendered, each such Property in connection accordance with the saleterms 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. Subject Unless Lessor shall have elected to retain one or more of the 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 arrange for Lessor to sell all 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 this Lease, the Indenture in accordance with Article XIV thereofLiens of the Credit Documents and any other Operative Agreement and any Lessor Liens, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except as of title or otherwise), for cash on the Sale Date to the absence 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 Lessorthe 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 Lienssole 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.

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. (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 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 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 of any Make-Whole Premium and all other expenses incurred 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 the Lessee or Lessor, as the Owner Participant case may be. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the Indenture Trustee 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 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 connection 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 of the Properties are not either (i) sold on the Expiration Date in accordance with the sale. Subject to the provisions terms of this Section 10.02 hereof22.1, on the Proposed Termination Date or such earlier date of sale as shall be consented to in writing (ii) retained 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 an affirmative election made by such bidder, and shall duly transfer the Lessor pursuant to the Lessor title third sentence of this Section 22.1(a), then the Lessee shall be obligated to any such engines not owned by the Lessor, and pay the Lessor shall, upon payment in full on the Expiration Date an amount equal to the Termination Value for all of the bid price Properties (plus all Rent and all other amounts then due and owing pursuant to Section 10.01(cpayable under this Lease and any other Operative Agreements) 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 terms of Lessor's Liens)Section 20.2.

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 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. (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 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 retain 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 Property 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 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 Property 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 this Lease, the Indenture in accordance with Article XIV thereofLiens of the Security Documents and any other Operative Agreements and any Lessor Liens, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except 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, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the absence cost and expense of Lessor's Liens).Lessor such Lessor Lien by appropriate proceedings in which event (with the consent of the Lessee, but without penalty or cost to Lessee) the Sale Date shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge

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 the Aircraft, unless the Owner Participant has given to the Lessee binding such costs 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 a part of (and limited 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)Maximum Residual Guarantee Amount.

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 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, 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 Proposed Termination 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 earlier date transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to the appropriate purchaser each of sale 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 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 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 consented obligated to pay Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount and (y) Lessor shall retain each applicable Property for subsequent marketing 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 accordance 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)22.6.

Sale Procedure. (a) Nothing in this Article XXII shall adversely affect Lessee's rights with respect to the Walk-Away Option to the extent exercised in accordance with Section 20.4. 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 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 or more third parties or if there are no bids, Lessor may elect to retain all the aggregate amount 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, all the Properties in accordance with the terms and conditions of Section 10.1(g). Upon acceptance of any Make-Whole Premium bid, Lessor agrees, at Lessee's request and all other expenses incurred by expense, to execute a contract of sale with respect to such sale, so long as the Lessor, the Owner Participant and the Indenture Trustee in connection same is consistent with the saleterms of this Article 22 and provides by its terms that it is nonrecourse to Lessor. Subject Unless Lessor shall have elected to retain all the Properties pursuant to the provisions of Section 10.02 hereofthe preceding paragraph, Lessee shall arrange for Lessor to sell all the Properties free and clear of the Lien of this Lease, any Lessor Liens attributable to Lessor and the Lien of the Credit Documents, but without any other representation or warranty (of title or otherwise), for cash on the Proposed Termination Sale Date to the purchaser or such earlier date of sale purchasers offering the highest cash sales price, as shall be consented to in writing identified by the Lessee or Lessor, as the Lessee case may be; provided, however, solely as to Lessor or the Trust Company, in its individual capacity, any Lessor Lien 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 not constitute a Lessor Lien so long as Lessor or the aggregate number Trust Company, in its individual capacity, is diligently and in good faith contesting, at the cost and expense of Engines 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 (but in no event shall such delay be in excess of sixty (60) days). To effect such transfer and Replacement Engines being delivered with the Airframe equals two assignment, Lessor shall execute, acknowledge (where required) and the Lessee shall comply with the provisions of Section 11.04 hereof as if an Event of Loss occurred with regard deliver to the Enginesappropriate purchaser each of the following: (a) a Deed 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 bidder which shall have submitted appropriate purchaser free and clear of the highest cash bid Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens (whether certified but without any other representation or warranty of title or otherwise); (b) a Bill xx Sale conveying each Property (to the extent it is personal property) titled to Lessor by the Lessee or directly received by the Lessor and certified to the Lesseeappropriate purchaser free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens (but without any other representation or warranty 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 and/or each Ground Lease assignment; (d) FIRPTA affidavits, as appropriate; and (e) closing or settlement statements and other such documents as may be reasonably required by any title company closing such transaction (but, except for the representations and warranties referenced in clauses (a) and (b) of Section 20.2, without any other representations or warranties as to title or any other matter). 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 same manner condition specified in Section 10.1(g), or in such other condition as if delivery were made 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 Article 12 hereof, at a location specified an affirmative election made by such bidder, and shall duly transfer 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 title on the Sale Date an amount equal to the aggregate Termination Value for all the Properties less any such engines not owned sales proceeds received by the Lessor, and the (y) Lessor shall, upon payment in full of the bid price and all amounts due and owing pursuant shall transfer each applicable Property to Section 10.01(c) hereof by wire transfer of immediately available funds and upon discharge of the Lien of the Indenture Lessee in accordance with Article XIV thereof, sell the Airframe Sections 19.1 and Engines or engines to such bidder without recourse or warranty (except as to the absence of Lessor's Liens)20.2.

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 so long as the aggregate number of Engines and Replacement Engines being sold with the Airframe equals two)Property. 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 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 have offered to pay for the Property on the Sale Date is less than the sum of Limited Recourse Amount for the applicable Termination ValueProperty 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 the aggregate amount of any Make-Whole Premium and all other expenses incurred Property 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 giving 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 prior written notice of Lessor's Liens).election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be surrendered, the Property in

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 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) 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 two)terms of this Article XXI 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 retain 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 Property 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 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 Property 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 this Lease, the Indenture 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). Lessee shall surrender the Property if it is so sold subject to such documents to each purchaser in the condition required by and otherwise in accordance with Article XIV thereofSection 10.1, sell 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 Airframe and Engines or engines effect of unreasonably discouraging bona fide third party bids 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 shall be obligated to such bidder without recourse or warranty (except as pay Lessor on the Sale Date an amount equal to the absence Maximum Residual Guarantee Amount, and Lessee shall transfer all of its right, title and interest in and to the Property to Lessor's Liens).

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) 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 as provided in Section 21.1(c), and (ii) sell such Property to one or more third parties for cash, in each instance, in accordance with Section 21.1(b) and (c). (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 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. (b) 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. 2

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. 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 provisions Sale of Section 10.02 hereofthe Company process, on which will be conducted at the Proposed Termination Date or such earlier date direction of sale as shall be consented to in writing and controlled, at the Company's expense, by the LessorInitiating Holders. Without limiting the foregoing, the Lessee shall deliver the Airframe which shall have the Engines installed on it (provided that the Airframe Initiating Holders may be delivered negotiate with installed engines meeting the requirements set forth herein for Replacement Engines in lieu prospective parties to a Sale of the Engines so long Company and any Sale Proposal, as modified as a result of such negotiations and however embodied (including in the aggregate number form 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 one or more definitive agreements for execution by the Lessee or directly received by Company and/or the Lessor and certified Shareholders), will continue to constitute a Sale Proposal. If 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 Sale of the bid price and all amounts due and owing pursuant to Section 10.01(c) hereof Company process is initiated by wire transfer delivery of immediately available funds and upon discharge a Preferred D Sale Notice, then the "Initiating Holders" will be holders of a majority of the Lien Series D Underlying Common Stock. If the Sale of the Indenture in accordance with Article XIV thereofCompany process is initiated by delivery of a Non-Preferred D Sale Notice that is not deemed rescinded, sell then the Airframe and Engines or engines to such bidder without recourse or warranty (except as to "Initiating Holders" will be holders of a majority of the absence of Lessor's Liens)Underlying Common Stock, other than the Series D Underlying Common Stock.

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. 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) 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 of any Make-Whole Premium and all other expenses incurred 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 the Lessee or Lessor, as the Owner Participant case may be. To effect such transfer and assignment, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the Indenture Trustee in connection with following: (i) a special or limited warranty Deed conveying the sale. Subject Property (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 extent 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 Enginesis real property) to the bidder which shall have submitted purchaser or purchasers free and clear of the highest cash bid Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (whether certified ii) a Bxxx of Sale conveying the Property (to the Lessor by the Lessee or directly received by the Lessor and certified extent it is personal property) to the Lesseepurchaser 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 same manner as if delivery were made 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 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 Lessor pursuant to Article 12 hereof, at a location specified an affirmative election made by such bidder, and shall duly transfer the Lessor pursuant to the Lessor title third sentence of this Section 22.1(a), then the Lessee shall be obligated to any such engines not owned by the Lessor, and pay the Lessor shall, upon payment in full on the Expiration Date an amount equal to the Termination Value for all of the bid price Properties (plus all Rent and all other amounts then due and owing pursuant to Section 10.01(cpayable under this Lease and any other Operative Agreements) 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 terms of Lessor's Liens)Section 20.2.

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 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. 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 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 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 retain 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 Property 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 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 Property 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 this Lease, the Indenture in accordance with Article XIV thereofLiens of the Security Documents and any other Operative Agreements and any Lessor Liens, sell the Airframe and Engines or engines to such bidder without recourse or warranty (except 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, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the absence cost and expense of Lessor's Lessor such Lessor Lien by appropriate proceedings in which event (with the consent of the Lessee, but without penalty or cost to Lessee) the Sale Date 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) 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 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.

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 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 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 to the absence of Lessor's Liens).24

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. 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 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. 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).