Common use of Voluntary Termination for Obsolescence Clause in Contracts

Voluntary Termination for Obsolescence. (a) So long as no Event of Default shall have occurred and be continuing, Lessee shall have the right, at any time after the end of the Restricted Period but at least 120 days prior to the Initial Expiration Date (and in no event during the Renewal Period), on at least 120 days prior written notice to Lessor, to terminate this Agreement (effective on a specified Rent Date) upon Lessee making a good faith determination that the Aircraft is obsolete or surplus to its needs (a "Notice of Obsoles cence"). Such Notice of Obsolescence shall be accompanied by a certificate of the Chief Financial Officer or Treasurer of Lessee confirming that the Aircraft is economically obsolete to Lessee or is surplus to Lessee's needs, and that Lessee is not discriminating against the Aircraft. No further evidence shall be required on the part of Lessee. (b) During the period from the giving of the Notice of Obsolescence to the termination of this Agreement on the Termination Date as a result thereof, Lessee, as agent for Lessor and at no expense to Lessor, shall use its best efforts to obtain bids for the sale of the Aircraft, which shall occur, if at all, on the Termination Date specified in the Notice of Obsolescence. Lessee shall advise Lessor in writing of the amount and terms of each bid and the name and address of each bidding party. Nothing in this Section 3.8 shall be construed as affecting Lessee's obligation to continue paying Rent until the Termination of this Agreement is effective. (c) Lessor may, if Lessee has not previously revoked its Notice of Obsolescence pursuant to Section 3.8(d) hereof, elect to retain title to the Aircraft (as opposed to proceeding to sale) on the Termination Date. If Lessor so elects, Lessor shall give Lessee written notice of such election within sixty (60) days of receiving Lessee's Notice of Obsolescence. Upon receipt of notice of such an election by Lessor, Lessee shall not be entitled to revoke the Notice of Obsolescence thereafter and shall reject all bids theretofore or thereafter received. On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to Lessor in accordance with the Return Conditions, shall pay all Rent due on or prior to the Termination Date (other than Basic Rent payable in advance on the Termination Date), and shall otherwise perform pursuant to this Agreement as required upon a Termination hereof, but shall not be required to pay Lessor Stipulated Loss Value or any amount determined by reference to Stipulated Loss Value. (d) Lessee shall have the absolute right to withdraw its Notice of Obsolescence (assuming that Lessor has not first elected to retain title to the Aircraft pursuant to Section 3.8(c) hereof) by delivering written notice thereof to Lessor no later than twenty (20) days prior to the Termination Date specified in the Notice of Obsoles cence. Should Lessee deliver notice of its intent to withdraw its Notice of Obsolescense, this Agreement shall continue in full force and effect as if the Notice of Obsolescense had not been given by Lessee. (e) On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to the bidder, if any, which shall have submitted the highest bid (evaluated on a net cost basis), and Lessor shall transfer title to such bidder without representation, recourse or warranty of any kind, express or implied (except a warranty that the Aircraft is free and clear of any and all Liens other than Liens which Lessee is required to discharge hereunder). Neither Lessee nor any Person Affiliated with Lessee shall be entitled to submit a bid for the purchase of the Aircraft (or acquire title to the Aircraft, either directly or through a third party) pursuant to the provisions of this Section 3.8. The total selling price realized at such sale shall be retained by Lessor and, in addition, on the date of such sale (and as a condition precedent to the transfer of title), Lessee shall pay to Lessor the amount, if any, of: (i) the Stipulated Loss Value for the Aircraft computed as of the date of such sale (determined without regard to any Basic Rent payable for the Rent Period beginning on the Termination Date); less (ii) the net sales price for the Aircraft (which shall be exclusive of all costs and commissions associated with such sale). (f) Lessor and any Person Affiliated with Lessor shall have the right to submit one or more bids for the purchase of the Aircraft pursuant to this Section 3.8, but all such bids must be received by Lessee at least thirty (30) days prior to the Termination Date specified in the Notice of Obsolescence. Should Lessor or any Person Affiliated with Lessor be the prevailing bidder, Lessor shall retain title to the Aircraft, and the amount bid by Lessor or any Person Affiliated with Lessor shall act as a credit against the amount owing by Lessee pursuant to Section 3.8(e) hereof.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Event of Specified Default shall have occurred and be continuing, the Lessee shall have the right, right at any time its option five years or more after the end commencement of the Restricted Period but at least 120 days prior to the Initial Expiration Date (and in no event during the Renewal Period), Basic Term on at least 120 days 180 days', but not more than 365 days', prior written notice (which notice shall be irrevocable, except as provided below) to the Lessor, specifying a proposed date of termination which shall be a Termination Date, to terminate this Agreement (effective on a specified Rent Date) upon Lease if the chief financial officer of the Lessee making a good faith determination shall have certified in writing to the Lessor that the Aircraft is shall have become obsolete or shall be surplus to its needs (a "Notice of Obsoles cence"). Such Notice of Obsolescence shall be accompanied by a certificate of the Chief Financial Officer or Treasurer of Lessee confirming that the Aircraft is economically obsolete to Lessee or is surplus to Lessee's needsequipment requirements. Subject to the Lessor's preemptive election under Section 14(c), and that Lessee is not discriminating against the Aircraft. No further evidence shall be required on the part of Lessee. (b) During during the period from following the giving of the Notice such notice of Obsolescence to the termination of this Agreement on until the Termination Date as a result thereofDate, the Lessee, as agent for Lessor and at no expense to the Lessor, shall use its best efforts endeavor to obtain bids for sell the sale Aircraft "as is", without any warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the AircraftLessor. If Lessee receives any bid, which it shall occurat least 10 Business Days prior to the proposed day of sale, if at all, on the Termination Date specified in the Notice of Obsolescence. Lessee shall advise certify to Lessor in writing of the amount and terms of each bid such bid, such proposed date of sale and the name and address of each bidding partythe potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Nothing in this Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 3.8 shall be construed as affecting Lessee's obligation to continue paying Rent until 14(c), the Termination of this Agreement is effective. (c) Lessor Lessee may, if Lessee has not previously revoked its Notice of Obsolescence pursuant to Section 3.8(d) hereof, elect to retain title by notice to the Lessor, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft (as opposed by the potential buyer in which event such notice may be given at any time on or prior to proceeding to sale) on the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. If Lessor so elects, Lessor shall give Lessee written notice of such election within sixty (60) days of receiving Lessee's Notice of Obsolescence. Upon receipt Withdrawal of notice of such an election by Lessor, termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to revoke give more than two such notices (excluding one notice of termination which has been withdrawn due to the Notice cancellation of Obsolescence the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall reject all bids theretofore or thereafter received. On duly transfer to such party title to any engines which are not Engines delivered with the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to Lessor Airframe in accordance with the Return Conditionsterms of Section 12. The Lessor shall, shall pay all Rent due on or prior to the Termination Date (other than Basic Rent payable in advance on the Termination Date)"as-is, and shall otherwise perform pursuant to this Agreement as required upon a Termination hereofwhere-is" condition, but shall not be required to pay Lessor Stipulated Loss Value or any amount determined by reference to Stipulated Loss Value. (d) Lessee shall have the absolute right to withdraw its Notice of Obsolescence (assuming that Lessor has not first elected to retain title to the Aircraft pursuant to Section 3.8(c) hereof) by delivering written notice thereof to Lessor no later than twenty (20) days prior to the Termination Date specified in the Notice of Obsoles cence. Should Lessee deliver notice of its intent to withdraw its Notice of Obsolescense, this Agreement shall continue in full force and effect as if the Notice of Obsolescense had not been given by Lessee. (e) On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to the bidder, if any, which shall have submitted the highest bid (evaluated on a net cost basis), and Lessor shall transfer title to such bidder without representation, recourse or warranty of any kind, express or implied (except a warranty that as to the Aircraft is free absence of Lessor's Liens), simultaneously therewith sell and clear of any and all Liens other than Liens which Lessee is required to discharge hereunder). Neither Lessee nor any Person Affiliated with Lessee shall be entitled to submit a bid for the purchase of the Aircraft (or acquire convey title to the Aircraft, either directly Airframe and the Engines or through a third party) pursuant engines conveyed to the provisions Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien of this Section 3.8the Indenture. The total selling price realized at such Upon the sale shall be retained by Lessor and, in addition, on of the date of such sale (Airframe and as a condition precedent the Engines or engines conveyed to the transfer of title), Lessee shall pay to Lessor the amount, if any, of: (i) the Stipulated Loss Value for the Aircraft computed as of the date of such sale (determined without regard to any Basic Rent payable for the Rent Period beginning on the Termination Date); less (ii) the net sales price for the Aircraft (which shall be exclusive of all costs and commissions associated with such sale). (f) Lessor and any Person Affiliated with Lessor shall have the right to submit one or more bids for the purchase of the Aircraft provided in Section 12 pursuant to this Section 3.814 and receipt by the Lessor of all amounts referred to in Section 14(b), the Lessor will transfer to the Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all such bids must be received by Lessee out of pocket expenses of the Lessor, Owner Participant, the Noteholders and Indenture Trustee in connection with any termination or proposed termination of this Lease (including without limitation any Breakage Costs and, in the case of any proposed termination that fails to close and as to which the Indenture Trustee is not given at least thirty (30) days prior to three Business Day's notice of such failure, any costs of the Termination Date specified Noteholders associated with the reestablishment of its funding and interest with hedging arrangements), except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the Notice of Obsolescence. Should event the Lessor or any Person Affiliated with Lessor be the prevailing bidder, Lessor shall retain title exercises its preemptive election under Section 14(c) and thereafter fails to the Aircraft, and the amount bid by Lessor or any Person Affiliated with Lessor shall act as a credit against the amount owing by Lessee pursuant to Section 3.8(e) hereofperform its obligations under such Section.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Event of Specified Default shall have occurred and be continuing, the Lessee shall have the right, right at any time its option five years or more after the end commencement of the Restricted Period but at least 120 days prior to the Initial Expiration Date (and in no event during the Renewal Period), Basic Term on at least 120 days 180 days', but not more than 365 days, prior written notice (which notice shall be irrevocable, except as provided below) to the Lessor, specifying a proposed date of termination which shall be a Termination Date, to terminate this Agreement (effective on a specified Rent Date) upon Lease if the chief financial officer of the Lessee making a good faith determination shall have certified in writing to the Lessor that the Aircraft is shall have become obsolete or shall be surplus to its needs (a "Notice of Obsoles cence"). Such Notice of Obsolescence shall be accompanied by a certificate of the Chief Financial Officer or Treasurer of Lessee confirming that the Aircraft is economically obsolete to Lessee or is surplus to Lessee's needsequipment requirements. Subject to the Lessor's preemptive election under Section 14(c), and that Lessee is not discriminating against the Aircraft. No further evidence shall be required on the part of Lessee. (b) During during the period from following the giving of the Notice such notice of Obsolescence to the termination of this Agreement on until the Termination Date as a result thereofDate, the Lessee, as agent for the Lessor and at no cost or expense to Lessor, shall use its best efforts endeavor to obtain bids for sell the sale Aircraft "as is", without any recourse to or representation or warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the AircraftLessor. If Lessee receives any bid, which it shall occurat least 10 Business Days prior to the proposed day of sale, if at all, on the Termination Date specified in the Notice of Obsolescence. Lessee shall advise certify to Lessor in writing of the amount and terms of each bid such bid, such proposed date of sale and the name and address of each bidding partythe potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Nothing in this Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 3.8 shall be construed as affecting Lessee's obligation to continue paying Rent until 14(c), the Termination of this Agreement is effective. (c) Lessor Lessee may, if Lessee has not previously revoked its Notice of Obsolescence pursuant to Section 3.8(d) hereof, elect to retain title by notice to the Lessor, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft (as opposed by the potential buyer in which event such notice may be given at any time on or prior to proceeding to sale) on the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. If Lessor so elects, Lessor shall give Lessee written notice of such election within sixty (60) days of receiving Lessee's Notice of Obsolescence. Upon receipt Withdrawal of notice of such an election by Lessor, termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to revoke give more than two such notices (excluding one notice of termination which has been withdrawn due to the Notice cancellation of Obsolescence the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall reject all bids theretofore or thereafter received. On duly transfer to such party title to any engines which are not Engines delivered with the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to Lessor Airframe in accordance with the Return Conditionsterms of Section 12. The Lessor shall, shall pay all Rent due on or prior to the Termination Date (other than Basic Rent payable in advance on the Termination Date)"as-is, and shall otherwise perform pursuant to this Agreement as required upon a Termination hereofwhere-is" condition, but shall not be required to pay Lessor Stipulated Loss Value or any amount determined by reference to Stipulated Loss Value. (d) Lessee shall have the absolute right to withdraw its Notice of Obsolescence (assuming that Lessor has not first elected to retain title to the Aircraft pursuant to Section 3.8(c) hereof) by delivering written notice thereof to Lessor no later than twenty (20) days prior to the Termination Date specified in the Notice of Obsoles cence. Should Lessee deliver notice of its intent to withdraw its Notice of Obsolescense, this Agreement shall continue in full force and effect as if the Notice of Obsolescense had not been given by Lessee. (e) On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to the bidder, if any, which shall have submitted the highest bid (evaluated on a net cost basis), and Lessor shall transfer title to such bidder without representation, recourse or warranty of any kind, express or implied (except a warranty that as to the Aircraft is free absence of Lessor's Liens), simultaneously therewith sell and clear of any and all Liens other than Liens which Lessee is required to discharge hereunder). Neither Lessee nor any Person Affiliated with Lessee shall be entitled to submit a bid for the purchase of the Aircraft (or acquire convey title to the Aircraft, either directly Airframe and the Engines or through a third party) pursuant engines conveyed to the provisions Lessor as provided in Section 12 for cash to such party. Upon the sale of this Section 3.8. The total selling price realized at such sale shall be retained by Lessor and, in addition, on the date of such sale (Airframe and as a condition precedent the Engines or engines conveyed to the transfer of title), Lessee shall pay to Lessor the amount, if any, of: (i) the Stipulated Loss Value for the Aircraft computed as of the date of such sale (determined without regard to any Basic Rent payable for the Rent Period beginning on the Termination Date); less (ii) the net sales price for the Aircraft (which shall be exclusive of all costs and commissions associated with such sale). (f) Lessor and any Person Affiliated with Lessor shall have the right to submit one or more bids for the purchase of the Aircraft provided in Section 12 pursuant to this Section 3.814 and receipt by the Lessor of all amounts referred to in Section 14(b), but all such bids must be received by Lessee at least thirty (30) days prior the Lessor will transfer to the Termination Date specified Lessee, in "as-is, where-is" condition, without representation, recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor in connection with any termination or proposed termination of this Lease except that Lessee shall not be responsible for such expenses of the Lessor in the Notice of Obsolescence. Should event the Lessor or any Person Affiliated with Lessor be the prevailing bidder, Lessor shall retain title exercises its preemptive election under Section 14(c) and thereafter fails to the Aircraft, and the amount bid by Lessor or any Person Affiliated with Lessor shall act as a credit against the amount owing by Lessee pursuant to Section 3.8(e) hereofperform its obligations under such Section.

Voluntary Termination for Obsolescence. (a) So long as no Event of Default shall have occurred and be continuingcontinuing hereunder, Lessee Obligor shall have the right, right at its option on any time after the end of the Restricted Period but at least 120 days prior to the Initial Expiration Payment Date (and in no event during the Basic Term or any Renewal Period)Term, on at least 120 days ninety (90) days' prior written notice to Lessorand with the prior written consent of Obligee (not to be unreasonably withheld), to terminate this Equipment Agreement (effective on a specified Rent Date) upon Lessee making a with respect to any Item of Equipment then subject to this Agreement if, in Obligor's good faith determination that the Aircraft is obsolete or surplus to its needs (a "Notice of Obsoles cence"). Such Notice of Obsolescence shall be accompanied opinion, as evidenced by a certificate of the Chief Financial Officer its President, treasurer or Treasurer of Lessee confirming that the Aircraft is economically obsolete chief financial officer, such Item shall have become no longer useful, or surplus, to Lessee or is surplus Obligor in its business, with such termination to Lessee's needs, and that Lessee is not discriminating against the Aircraft. No further evidence shall be required effective on the part Payment Date specified in such notice (for purposes of Lessee. (b) this Section 33, called the "termination date"). During the period from the giving of such notice until the Notice of Obsolescence date thirty (30) days prior to the termination of this Agreement on the Termination Date as a result thereofdate, LesseeObligor, as agent for Lessor and at no expense to LessorObligee, shall use its best reasonable efforts (but no less effort than used to obtain sell equipment Obligor owns itself) to secure the highest obtainable bids for the sale purchase of the Aircraft, which shall occur, if at all, on the Termination Date specified Obligee's interest in such Item and in the Notice of Obsolescence. Lessee event it receives any bid during such period, Obligor shall advise Lessor promptly certify to Obligee in writing of the amount and terms of each such bid and the name and address of each bidding party. Nothing in this Section 3.8 shall be construed as affecting Lessee's obligation to continue paying Rent until the Termination of this Agreement is effective. (c) Lessor may, if Lessee has not previously revoked its Notice of Obsolescence pursuant to Section 3.8(d) hereof, elect to retain title to the Aircraft (as opposed to proceeding to sale) on the Termination Date. If Lessor so elects, Lessor shall give Lessee written notice of party submitting such election within sixty (60) days of receiving Lessee's Notice of Obsolescence. Upon receipt of notice of such an election by Lessor, Lessee shall not be entitled to revoke the Notice of Obsolescence thereafter and shall reject all bids theretofore or thereafter receivedbid. On the Termination Date termination date (but in no event prior to Obligee's receipt of the amounts specified in the Notice of Obsolescencenext succeeding sentence), Lessee Obligor shall deliver the Aircraft to Lessor in accordance with the Return Conditions, shall pay all Rent due on or prior to the Termination Date (other than Basic Rent payable in advance on the Termination Date), and shall otherwise perform pursuant to this Agreement as required upon a Termination hereof, but shall not be required to pay Lessor Stipulated Loss Value or any amount determined by reference to Stipulated Loss Value. (d) Lessee shall have the absolute right to withdraw its Notice possession of Obsolescence (assuming that Lessor has not first elected to retain title to the Aircraft pursuant to Section 3.8(c) hereof) by delivering written notice thereof to Lessor no later than twenty (20) days prior to the Termination Date specified in the Notice of Obsoles cence. Should Lessee deliver notice of its intent to withdraw its Notice of Obsolescense, this Agreement shall continue in full force and effect as if the Notice of Obsolescense had not been given by Lessee. (e) On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft such Item to the bidder, if any, which shall have submitted the highest bid (evaluated on a net cost basis)during such period, and Lessor shall Obligee shall, without recourse or warranty, simultaneously therewith transfer title its interest in such Item on an "as-is", "where-is" basis for cash to such bidder without representation, recourse or warranty of any kind, express or implied (except a warranty that the Aircraft is free and clear of any and all Liens other than Liens which Lessee is required to discharge hereunder). Neither Lessee nor any Person Affiliated with Lessee shall be entitled to submit a bid for the purchase of the Aircraft (or acquire title to the Aircraft, either directly or through a third party) pursuant to the provisions of this Section 3.8bidder. The total selling transfer price realized at such sale shall be paid to and retained by Lessor Obligee and, in addition, on the termination date of such sale (and as a condition precedent to the transfer of title), Lessee Obligor shall pay to Lessor Obligee the amountsum of the amounts specified in sub-clauses (i) through (v): (i) the Basic Payment due and payable for such Item on the termination date, plus (ii) all accrued and unpaid Basic Payments owing for such Item for all Payment Periods prior to the Payment Period for which the Basic Payment specified in the preceding sub-clause (i) is payable, plus (iii) the excess, if any, of: (i) of the Stipulated Loss Termination Value for the Aircraft computed of such Item as of the date Payment Date coincident with the termination date, over the aggregate proceeds of sale of Obligee's interest in such Item, after deducting from such proceeds of sale (determined without regard to any Basic Rent payable for the Rent Period beginning on the Termination Date); less (ii) the net sales price for the Aircraft (which shall be exclusive of all costs and commissions associated expenses incurred by Obligee in connection with such sale). , plus (fiv) Lessor any sales or excise taxes on or measured by such sale, plus (v) all accrued and unpaid Supplemental Payments owing by Obligor as of the termination date, including a Reinvestment Premium for such Item determined as of such termination date. Neither Obligor nor any Person Affiliated person, firm or corporation, affiliated with Lessor Obligor, may purchase the Equipment, or after any such sale, lease or otherwise utilize the Equipment. If no sale shall have occurred 38 39 on or as of the termination date, this Equipment Agreement (including the provisions of this Section 33) shall continue in full force and effect with respect to the Equipment. In the event of any such sale and the receipt by Obligee of the amounts described above, and upon compliance by Obligor with the provisions of this Section 33, the obligations of Obligor to make Basic Payments hereunder with respect to each item of Equipment so sold shall cease for any Payment Period that commences on or after the termination date and the Term with respect to each such Item of Equipment shall end effective as of the termination date. Obligee may, but shall be under no duty to, solicit bids, inquire into the efforts of Obligor to obtain bids or otherwise take any action in connection with any such sale other than the duty to transfer to the purchaser named in the highest bid certified by Obligor to Obligee, without recourse or warranty, on an "as-is", "where-is" basis, all of Obligee's interest in and to the Equipment so sold against receipt by Obligee of the payments provided for herein. Anything herein to the contrary notwithstanding, if Obligor shall exercise its said right to submit one or more bids for the purchase termination as provided in this Section 33, Obligee may, in its sole discretion, elect to receive delivery of all of the Aircraft pursuant Equipment subject to this Section 3.8, but all said notice by giving Obligor written notice to such bids must be received by Lessee at least effect within thirty (30) days prior following Obligee's receipt of the written notice from Obligor hereinabove provided, in which event (a) no sale shall occur pursuant to this Section 33, (b) Obligor shall deliver the Termination Equipment to Obligee in accordance with the provisions of Section 6 hereof and shall continue to make Basic Payments for the Equipment on each Payment Date specified in the Notice to and inclusive of Obsolescence. Should Lessor or any Person Affiliated with Lessor be the prevailing bidder, Lessor shall retain title to the Aircraft, (and the amount bid by Lessor or any Person Affiliated with Lessor Term of the Equipment shall act as a credit against terminate on) the amount owing by Lessee pursuant to Section 3.8(e) hereofPayment Date next following the date on which such delivery occurs.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Event of Specified Default shall have occurred and be continuing, the Lessee shall have the right, right at any time its option five years or more after the end commencement of the Restricted Period but at least 120 days prior to the Initial Expiration Date (and in no event during the Renewal Period), Basic Term on at least 120 days 180 days', but not more than 365 days, prior written notice (which notice shall be irrevocable, except as provided below) to Lessorthe Lessor and the Indenture Trustee, specifying a proposed date of termination which shall be a Termination Date, to terminate this Agreement (effective on a specified Rent Date) upon Lease if the chief financial officer of the Lessee making a good faith determination shall have certified in writing to the Lessor that the Aircraft is shall have become obsolete or shall be surplus to its needs (a "Notice of Obsoles cence"). Such Notice of Obsolescence shall be accompanied by a certificate of the Chief Financial Officer or Treasurer of Lessee confirming that the Aircraft is economically obsolete to Lessee or is surplus to Lessee's needsequipment requirements. Subject to the Lessor's preemptive election under Section 14(c), and that Lessee is not discriminating against the Aircraft. No further evidence shall be required on the part of Lessee. (b) During during the period from following the giving of the Notice such notice of Obsolescence to the termination of this Agreement on until the Termination Date as a result thereofDate, the Lessee, as agent for Lessor and at no expense to the Lessor, shall use its best efforts endeavor to obtain bids for sell the sale Aircraft "as is", without any warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the AircraftLessor. If Lessee receives any bid, which it shall occurat least 10 Business Days prior to the proposed day of sale, if at all, on the Termination Date specified in the Notice of Obsolescence. Lessee shall advise certify to Lessor in writing of the amount and terms of each bid such bid, such proposed date of sale and the name and address of each bidding partythe potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Nothing in this Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 3.8 shall be construed as affecting Lessee's obligation to continue paying Rent until 14(c), the Termination of this Agreement is effective. (c) Lessor Lessee may, if Lessee has not previously revoked its Notice of Obsolescence pursuant to Section 3.8(d) hereof, elect to retain title by notice to the Lessor and the Indenture Trustee, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft (as opposed by the potential buyer in which event such notice may be given at any time on or prior to proceeding to sale) on the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. If Lessor so elects, Lessor shall give Lessee written notice of such election within sixty (60) days of receiving Lessee's Notice of Obsolescence. Upon receipt Withdrawal of notice of such an election by Lessor, termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to revoke give more than two such notices (excluding one notice of termination which has been withdrawn due to the Notice cancellation of Obsolescence the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall reject all bids theretofore or thereafter received. On duly transfer to such party title to any engines which are not Engines delivered with the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to Lessor Airframe in accordance with the Return Conditionsterms of Section 12. The Lessor shall, shall pay all Rent due on or prior to the Termination Date (other than Basic Rent payable in advance on the Termination Date)"as-is, and shall otherwise perform pursuant to this Agreement as required upon a Termination hereofwhere-is" condition, but shall not be required to pay Lessor Stipulated Loss Value or any amount determined by reference to Stipulated Loss Value. (d) Lessee shall have the absolute right to withdraw its Notice of Obsolescence (assuming that Lessor has not first elected to retain title to the Aircraft pursuant to Section 3.8(c) hereof) by delivering written notice thereof to Lessor no later than twenty (20) days prior to the Termination Date specified in the Notice of Obsoles cence. Should Lessee deliver notice of its intent to withdraw its Notice of Obsolescense, this Agreement shall continue in full force and effect as if the Notice of Obsolescense had not been given by Lessee. (e) On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to the bidder, if any, which shall have submitted the highest bid (evaluated on a net cost basis), and Lessor shall transfer title to such bidder without representation, recourse or warranty of any kind, express or implied (except a warranty that as to the Aircraft is free absence of Lessor's Liens), simultaneously therewith sell and clear of any and all Liens other than Liens which Lessee is required to discharge hereunder). Neither Lessee nor any Person Affiliated with Lessee shall be entitled to submit a bid for the purchase of the Aircraft (or acquire convey title to the Aircraft, either directly Airframe and the Engines or through a third party) pursuant engines conveyed to the provisions Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien of this Section 3.8the Indenture. The total selling price realized at such Upon the sale shall be retained by Lessor and, in addition, on of the date of such sale (Airframe and as a condition precedent the Engines or engines conveyed to the transfer of title), Lessee shall pay to Lessor the amount, if any, of: (i) the Stipulated Loss Value for the Aircraft computed as of the date of such sale (determined without regard to any Basic Rent payable for the Rent Period beginning on the Termination Date); less (ii) the net sales price for the Aircraft (which shall be exclusive of all costs and commissions associated with such sale). (f) Lessor and any Person Affiliated with Lessor shall have the right to submit one or more bids for the purchase of the Aircraft provided in Section 12 pursuant to this Section 3.814 and receipt by the Lessor of all amounts referred to in Section 14(b), but all such bids must be received by Lessee at least thirty (30) days prior the Lessor will transfer to the Termination Date specified Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Owner Participant, Indenture Trustee and each Noteholder in connection with any termination or proposed termination of this Lease except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the Notice of Obsolescence. Should event the Lessor or any Person Affiliated with Lessor be the prevailing bidder, Lessor shall retain title exercises its preemptive election under Section 14(c) and thereafter fails to the Aircraft, and the amount bid by Lessor or any Person Affiliated with Lessor shall act as a credit against the amount owing by Lessee pursuant to Section 3.8(e) hereofperform its obligations under such Section.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Event of Specified Default shall have occurred and be continuing, the Lessee shall have the right, right at any time its option five years or more after the end commencement of the Restricted Period but at least 120 days prior to the Initial Expiration Date (and in no event during the Renewal Period), Basic Term on at least 120 days days' prior written notice (which notice shall be irrevocable, except as provided below) to the Lessor, specifying a proposed date of termination which shall be a Termination Date, to terminate this Agreement (effective on a specified Rent Date) upon Lease if the chief financial officer of the Lessee making a good faith determination shall have certified in writing to the Lessor that the Aircraft is shall have become obsolete or shall be surplus to its needs (a "Notice of Obsoles cence"). Such Notice of Obsolescence shall be accompanied by a certificate of the Chief Financial Officer or Treasurer of Lessee confirming that the Aircraft is economically obsolete to Lessee or is surplus to Lessee's needsequipment requirements. Subject to the Lessor's preemptive election under Section 14(c), and that Lessee is not discriminating against the Aircraft. No further evidence shall be required on the part of Lessee. (b) During during the period from following the giving of the Notice such notice of Obsolescence to the termination of this Agreement on until the Termination Date as a result thereofDate, the Lessee, as agent for Lessor and at no expense to the Lessor, shall use its best commercially reasonably efforts to obtain bids for sell the sale Aircraft "as is", without any warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the AircraftLessor. If Lessee receives any bid, which it shall occurat least 10 Business Days prior to the proposed day of sale, if at all, on the Termination Date specified in the Notice of Obsolescence. Lessee shall advise certify to Lessor in writing of the amount and terms of each bid such bid, such proposed date of sale and the name and address of each bidding partythe potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Nothing in this Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 3.8 shall be construed as affecting Lessee's obligation to continue paying Rent until 14(c), the Termination of this Agreement is effective. (c) Lessor Lessee may, if Lessee has not previously revoked its Notice of Obsolescence pursuant to Section 3.8(d) hereof, elect to retain title by notice to the Lessor, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft (as opposed by the potential buyer in which event such notice may be given at any time on or prior to proceeding to sale) on the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. If Lessor so elects, Lessor shall give Lessee written notice of such election within sixty (60) days of receiving Lessee's Notice of Obsolescence. Upon receipt Withdrawal of notice of such an election by Lessor, termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to revoke give more than two notices of termination (excluding one notice of termination which has been withdrawn due to the Notice cancellation of Obsolescence the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall reject all bids theretofore or thereafter received. On duly transfer to such party title to any engines which are not Engines delivered with the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to Lessor Airframe in accordance with the Return Conditionsterms of Section 12. The Lessor shall, shall pay all Rent due on or prior to the Termination Date (other than Basic Rent payable in advance on the Termination Date)"as-is, and shall otherwise perform pursuant to this Agreement as required upon a Termination hereofwhere-is" condition, but shall not be required to pay Lessor Stipulated Loss Value or any amount determined by reference to Stipulated Loss Value. (d) Lessee shall have the absolute right to withdraw its Notice of Obsolescence (assuming that Lessor has not first elected to retain title to the Aircraft pursuant to Section 3.8(c) hereof) by delivering written notice thereof to Lessor no later than twenty (20) days prior to the Termination Date specified in the Notice of Obsoles cence. Should Lessee deliver notice of its intent to withdraw its Notice of Obsolescense, this Agreement shall continue in full force and effect as if the Notice of Obsolescense had not been given by Lessee. (e) On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to the bidder, if any, which shall have submitted the highest bid (evaluated on a net cost basis), and Lessor shall transfer title to such bidder without representation, recourse or warranty of any kind, express or implied (except a warranty that as to the Aircraft is free absence of Lessor's Liens), simultaneously therewith sell and clear of any and all Liens other than Liens which Lessee is required to discharge hereunder). Neither Lessee nor any Person Affiliated with Lessee shall be entitled to submit a bid for the purchase of the Aircraft (or acquire convey title to the Aircraft, either directly Airframe and the Engines or through a third party) pursuant engines conveyed to the provisions Lessor as provided in Section 12 for cash to such party. Upon the sale of this Section 3.8. The total selling price realized at such sale shall be retained by Lessor and, in addition, on the date of such sale (Airframe and as a condition precedent the Engines or engines conveyed to the transfer of title), Lessee shall pay to Lessor the amount, if any, of: (i) the Stipulated Loss Value for the Aircraft computed as of the date of such sale (determined without regard to any Basic Rent payable for the Rent Period beginning on the Termination Date); less (ii) the net sales price for the Aircraft (which shall be exclusive of all costs and commissions associated with such sale). (f) Lessor and any Person Affiliated with Lessor shall have the right to submit one or more bids for the purchase of the Aircraft provided in Section 12 pursuant to this Section 3.814 and receipt by the Lessor of all amounts referred to in Section 14(b), but all such bids must be received by Lessee at least thirty (30) days prior the Lessor will transfer to the Termination Date specified Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor and Owner Participant in connection with any termination or proposed termination of this Lease except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the Notice of Obsolescence. Should event the Lessor or any Person Affiliated with Lessor be the prevailing bidder, Lessor shall retain title exercises its preemptive election under Section 14(c) and thereafter fails to the Aircraft, and the amount bid by Lessor or any Person Affiliated with Lessor shall act as a credit against the amount owing by Lessee pursuant to Section 3.8(e) hereofperform its obligations under such Section.

Voluntary Termination for Obsolescence. (a) So long as no Event of --------------------------------------- Default shall have occurred and be continuingcontinuing hereunder, Lessee Obligor shall have the right, right at its option on any time after the end of the Restricted Period but at least 120 days prior to the Initial Expiration Payment Date (and in no event during the Basic Term or any Renewal Period)Term, on at least 120 days ninety (90) days, prior written notice to Lessorand with the prior written consent of Obligee (not to be unreasonably withheld), to terminate this Equipment Agreement (effective on a specified Rent Date) upon Lessee making a with respect to any Item of Equipment then subject to this Agreement if, in Obligor's good faith determination that the Aircraft is obsolete or surplus to its needs (a "Notice of Obsoles cence"). Such Notice of Obsolescence shall be accompanied opinion, as evidenced by a certificate of the Chief Financial Officer its President, treasurer or Treasurer of Lessee confirming that the Aircraft is economically obsolete chief financial officer, such Item shall have become no longer useful, or surplus, to Lessee or is surplus Obligor in its business, with such termination to Lessee's needs, and that Lessee is not discriminating against the Aircraft. No further evidence shall be required effective on the part Payment Date specified in such notice (for purposes of Lessee. (b) this Section 33, called the "termination date"). During the period from the giving of such notice until the Notice of Obsolescence date thirty (30) days prior to the termination of this Agreement on the Termination Date as a result thereofdate, LesseeObligor, as agent for Lessor and at no expense to LessorObligee, shall use its best reasonable efforts (but no less effort than used to obtain sell equipment Obligor owns itself) to secure the highest obtainable bids for the sale purchase of the Aircraft, which shall occur, if at all, on the Termination Date specified Obligee's interest in such Item and in the Notice of Obsolescence. Lessee event it receives any bid during such period, Obligor shall advise Lessor promptly certify to Obligee in writing of the amount and terms of each such bid and the name and address of each bidding party. Nothing in this Section 3.8 shall be construed as affecting Lessee's obligation to continue paying Rent until the Termination of this Agreement is effective. (c) Lessor may, if Lessee has not previously revoked its Notice of Obsolescence pursuant to Section 3.8(d) hereof, elect to retain title to the Aircraft (as opposed to proceeding to sale) party submitting such bid on the Termination Date. If Lessor so elects, Lessor shall give Lessee written notice of such election within sixty termination date (60) days of receiving Lesseebut in no event prior to Obligee's Notice of Obsolescence. Upon receipt of notice of such an election by Lessor, Lessee shall not be entitled to revoke the Notice of Obsolescence thereafter and shall reject all bids theretofore or thereafter received. On the Termination Date amounts specified in the Notice of Obsolescencenext succeeding sentence), Lessee Obligor shall deliver the Aircraft to Lessor in accordance with the Return Conditions, shall pay all Rent due on or prior to the Termination Date (other than Basic Rent payable in advance on the Termination Date), and shall otherwise perform pursuant to this Agreement as required upon a Termination hereof, but shall not be required to pay Lessor Stipulated Loss Value or any amount determined by reference to Stipulated Loss Value. (d) Lessee shall have the absolute right to withdraw its Notice possession of Obsolescence (assuming that Lessor has not first elected to retain title to the Aircraft pursuant to Section 3.8(c) hereof) by delivering written notice thereof to Lessor no later than twenty (20) days prior to the Termination Date specified in the Notice of Obsoles cence. Should Lessee deliver notice of its intent to withdraw its Notice of Obsolescense, this Agreement shall continue in full force and effect as if the Notice of Obsolescense had not been given by Lessee. (e) On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft such Item to the bidder, if any, which shall have submitted the highest bid (evaluated on a net cost basis)during such period, and Lessor shall Obligee shall, without recourse or warranty, simultaneously therewith transfer title its interest in such Item on an "as-is", "where-is" basis for cash to such bidder without representation, recourse or warranty of any kind, express or implied (except a warranty that the Aircraft is free and clear of any and all Liens other than Liens which Lessee is required to discharge hereunder). Neither Lessee nor any Person Affiliated with Lessee shall be entitled to submit a bid for the purchase of the Aircraft (or acquire title to the Aircraft, either directly or through a third party) pursuant to the provisions of this Section 3.8bidder. The total selling transfer price realized at such sale shall be paid to and retained by Lessor Obligee and, in addition, on the termination date of such sale (and as a condition precedent to the transfer of title), Lessee Obligor shall pay to Lessor Obligee the amountsum of the amounts specified in sub-clauses (i) through (v): (i) the Payments due and payable for such Item on the termination date, plus (ii) all accrued and unpaid Payments owing for such Item for all Payment Periods prior to the Payment Period for which the Payments specified in the preceding sub-clause (i) is payable, plus (iii) the excess, if any, of: (i) of the Stipulated Loss Termination Value for the Aircraft computed of such Item as of the date Payment Date coincident with the termination date, over the aggregate proceeds of sale of Obligee's interest in such Item, after deducting from such proceeds of sale (determined without regard to any Basic Rent payable for the Rent Period beginning on the Termination Date); less (ii) the net sales price for the Aircraft (which shall be exclusive of all costs and commissions associated expenses incurred by Obligee in connection with such sale). , plus (fiv) Lessor any sales or excise taxes on or measured by such sale, plus (v) all accrued and unpaid Supplemental Payments owing by Obligor as of the termination date, including a Reinvestment Premium for such Item determined as of such termination date. Neither Obligor nor any Person Affiliated person, firm or corporation, affiliated with Lessor Obligor, may purchase the Equipment, or after any such sale, lease or otherwise utilize the Equipment. If no sale shall have occurred on or as of the termination date this Equipment Agreement (including the provisions of this Section 33 shall continue in full force and effect with respect to the Equipment. In the event of any such sale and the receipt by Obligee of the amounts described above, and upon compliance by Obligor with the provisions of this Section 33, the obligations of Obligor to make Payments hereunder with respect to each item of Equipment so sold shall cease for any Payment Period that commences on or after the termination date and the Term with respect to each such Item of Equipment shall end effective as of the termination date. Obligee may, but shall be under no duty to, solicit bids, inquire into the efforts of Obligor to obtain bids or otherwise take any action in connection with any such sale other than the duty to transfer to the purchaser named in the highest bid certified by Obligor to Obligee, without recourse or warranty, on an "as-is", "where-is" basis, all of Obligee's interest in and to the Equipment so sold against receipt by Obligee of the payments provided for herein. Anything herein to the contrary notwithstanding, if Obligor shall exercise its said right to submit one or more bids for the purchase termination as provided in this Section 33, Obligee may, in its sole discretion, elect to receive delivery of all of the Aircraft pursuant Equipment subject to this Section 3.8, but all said notice by giving Obligor written notice to such bids must be received by Lessee at least effect within thirty (30) days prior following Obligee's receipt of the written notice from Obligor hereinabove provided, in which event (a) no sale shall occur pursuant to this Section 33, (b) Obligor shall deliver the Termination Equipment to Obligee in accordance with the provisions of Section 6 hereof and shall continue to make Payments for the Equipment on each Payment Date specified in the Notice to and inclusive of Obsolescence. Should Lessor or any Person Affiliated with Lessor be the prevailing bidder, Lessor shall retain title to the Aircraft, (and the amount bid by Lessor or any Person Affiliated with Lessor Term of the Equipment shall act as a credit against terminate on) the amount owing by Lessee pursuant to Section 3.8(e) hereofPayment Date next following the date on which such delivery occurs.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Event of Specified Default shall have occurred and be continuing, during the Basic Term the Lessee shall have the right, right at any time its option five years or more after the end commencement of the Restricted Period but at least 120 days prior to the Initial Expiration Date (and in no event during the Renewal Period), Basic Term on at least 120 days 180 days', but not more than 365 days, prior written notice (which notice shall be irrevocable, except as provided below) to Lessorthe Lessor and the Indenture Trustee, specifying a proposed date of termination which shall be a Termination Date during the Basic Term, to terminate this Agreement (effective on a specified Rent Date) upon Lease if the chief financial officer of the Lessee making a good faith determination shall have certified in writing to the Lessor that the Aircraft is shall have become obsolete or shall be surplus to its needs (a "Notice of Obsoles cence"). Such Notice of Obsolescence shall be accompanied by a certificate of the Chief Financial Officer or Treasurer of Lessee confirming that the Aircraft is economically obsolete to Lessee or is surplus to Lessee's needsequipment requirements. Subject to the Lessor's preemptive election under Section 14(c), and that Lessee is not discriminating against the Aircraft. No further evidence shall be required on the part of Lessee. (b) During during the period from following the giving of the Notice such notice of Obsolescence to the termination of this Agreement on until the Termination Date as a result thereofDate, the Lessee, as agent for Lessor and at no expense to the Lessor, shall use its best efforts endeavor to obtain bids for sell the sale Aircraft "as is", without any warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the AircraftLessor. If Lessee receives any bid, which it shall occurat least 10 Business Days prior to the proposed day of sale, if at all, on the Termination Date specified in the Notice of Obsolescence. Lessee shall advise certify to Lessor in writing of the amount and terms of each bid such bid, such proposed date of sale and the name and address of each bidding partythe potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Nothing in this Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 3.8 shall be construed as affecting Lessee's obligation to continue paying Rent until 14(c), the Termination of this Agreement is effective. (c) Lessor Lessee may, if Lessee has not previously revoked its Notice of Obsolescence pursuant to Section 3.8(d) hereof, elect to retain title by notice to the Lessor and the Indenture Trustee, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft (as opposed by the potential buyer in which event such notice may be given at any time on or prior to proceeding to sale) on the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. If Lessor so elects, Lessor shall give Lessee written notice of such election within sixty (60) days of receiving Lessee's Notice of Obsolescence. Upon receipt Withdrawal of notice of such an election by Lessor, termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to revoke give more than two such notices (excluding one notice of termination which has been withdrawn due to the Notice cancellation of Obsolescence the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the -43- Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall reject all bids theretofore or thereafter received. On duly transfer to such party title to any engines which are not Engines delivered with the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to Lessor Airframe in accordance with the Return Conditionsterms of Section 12. The Lessor shall, shall pay all Rent due on or prior to the Termination Date (other than Basic Rent payable in advance on the Termination Date)"as-is, and shall otherwise perform pursuant to this Agreement as required upon a Termination hereofwhere-is" condition, but shall not be required to pay Lessor Stipulated Loss Value or any amount determined by reference to Stipulated Loss Value. (d) Lessee shall have the absolute right to withdraw its Notice of Obsolescence (assuming that Lessor has not first elected to retain title to the Aircraft pursuant to Section 3.8(c) hereof) by delivering written notice thereof to Lessor no later than twenty (20) days prior to the Termination Date specified in the Notice of Obsoles cence. Should Lessee deliver notice of its intent to withdraw its Notice of Obsolescense, this Agreement shall continue in full force and effect as if the Notice of Obsolescense had not been given by Lessee. (e) On the Termination Date specified in the Notice of Obsolescence, Lessee shall deliver the Aircraft to the bidder, if any, which shall have submitted the highest bid (evaluated on a net cost basis), and Lessor shall transfer title to such bidder without representation, recourse or warranty of any kind, express or implied (except a warranty that as to the Aircraft is free absence of Lessor's Liens), simultaneously therewith sell and clear of any and all Liens other than Liens which Lessee is required to discharge hereunder). Neither Lessee nor any Person Affiliated with Lessee shall be entitled to submit a bid for the purchase of the Aircraft (or acquire convey title to the Aircraft, either directly Airframe and the Engines or through a third party) pursuant engines conveyed to the provisions Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien of this Section 3.8the Indenture. The total selling price realized at such Upon the sale shall be retained by Lessor and, in addition, on of the date of such sale (Airframe and as a condition precedent the Engines or engines conveyed to the transfer of title), Lessee shall pay to Lessor the amount, if any, of: (i) the Stipulated Loss Value for the Aircraft computed as of the date of such sale (determined without regard to any Basic Rent payable for the Rent Period beginning on the Termination Date); less (ii) the net sales price for the Aircraft (which shall be exclusive of all costs and commissions associated with such sale). (f) Lessor and any Person Affiliated with Lessor shall have the right to submit one or more bids for the purchase of the Aircraft provided in Section 12 pursuant to this Section 3.814 and receipt by the Lessor of all amounts referred to in Section 14(b), but all such bids must be received by Lessee at least thirty (30) days prior the Lessor will transfer to the Termination Date specified Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Owner Participant and Indenture Trustee in connection with any termination or proposed termination of this Lease except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the Notice of Obsolescence. Should event the Lessor or any Person Affiliated with Lessor be the prevailing bidder, Lessor shall retain title exercises its preemptive election under Section 14(c) and thereafter fails to the Aircraft, and the amount bid by Lessor or any Person Affiliated with Lessor shall act as a credit against the amount owing by Lessee pursuant to Section 3.8(e) hereofperform its obligations under such Section.