Common use of Return Clause in Contracts

Return. Upon the expiration of the Term, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees shall return all of the Equipment to Lessor upon the following terms and conditions. Lessees shall (i) pay to Lessor on the last day of the Term, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of the Equipment, and (ii) return such Equipment to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment , Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor will transfer to the buyer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees such Uniform Commercial Code Statements as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition of such Equipment, the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees and expenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.

Return. Upon the expiration of the Term, if the Equipment is not purchased as provided in Paragraph (a) On or prior to the date that is ninety (90) days prior to the end of the Term of this SectionAgreement, Lessees each Lessee shall return notify the Lessor in writing if it elects to purchase all the Vehicles leased by such Lessee hereunder at the end of the Equipment Term of this Agreement pursuant to Lessor upon Section 2.5. If such Lessee does not elect to purchase all such Vehicles pursuant to the following terms of Section 2.5, as long as no Finance Lease Event of Default shall have occurred and conditions. Lessees shall be continuing, such Lessee shall, on or prior to the Finance Lease Expiration Date (ix) pay to the Lessor on the last day of the Term, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of the Equipment, and (ii) return such Equipment to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment , Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor will transfer to the buyer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees such Uniform Commercial Code Statements as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition of such Equipment, the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees an amount equal to the Residual Risk Amount Value Payment for all such non-purchased Vehicles leased by such Lessee hereunder as of the Vehicle Finance Lease Expiration Date for each such Vehicle plus all accrued but unpaid Monthly Base Rent and all Supplemental Rent payable at such time and (y) return each such Vehicle to the Lessor in accordance with the following, as specified applicable: (1) each such Vehicle shall: (A) have an engine, transmission, differential, exhaust system (including the catalytic converter and any other Pollution control equipment), brakes, and any other operating part or system or accessory which is necessary or advisable to be in an operating condition which is generally considered as “good” for a vehicle of such Vehicle’s age, and/or which is necessary to enable such Vehicle to meet any motor vehicle inspection standard or environmental standard applicable to such Vehicle on its Vehicle Finance Lease Expiration Date; (B) be in a condition which would meet its next inspection as required by such applicable federal, state or local law; (C) other than any condition that would reasonably be considered to be normal wear and tear or otherwise de minimis by a Manufacturer (or its authorized agent) accepting possession of a Vehicle subject to its Manufacturer Program, have no: body dents; rust; corrosion; paint mismatches or special colors, or paint which is less than factory grade; dented, rusted, broken or missing chrome or trim; ripped or stained, upholstery, seats, dash, headliner, carpeting, trunk, or convertible vinyl top; missing interior trim; sprung or misaligned doors or their openings; worn, cracked, split, broken or leaking weather-stripping; faulty window mechanisms; broken, cracked or missing glass, mirrors or lights; faulty electronic systems, including on-board computers, processors, sensors, controls, radios, stereos, and the like; faulty heating, air conditioning or climate control systems; or worn or faulty shock absorbers or other suspension or steering parts, systems or mechanisms; (D) have an engine that does not burn an abnormal amount of oil for a vehicle of comparable age or mileage, and there shall be no uneven compression ratios across cylinders; no fluid leaks in the relevant Scheduleengine, transmission(s), differential(s), steering mechanism, brake system, or cooling system, faulty hoses, or faulty exhaust systems; (E) have all accessories, insignia, decals, lettering or special identification, or other auxiliary equipment or markings on the body, fenders, bumpers, dash or elsewhere removed and there must be no holes left by the removal thereof; (F) have tires: I. comparable to those initially delivered with such Vehicle in design and quality; II. in accordance with the specifications of the Equipment Manufacturer of the Vehicle; III. part of a matching set of four, plus spare (which may be a “donut” if a “donut” spare is initially delivered with such Vehicle); IV. no less all reasonable than 1/8 inch in tread remaining at its shallowest point, and documented costs, fees shall not show an excess wear marker built in by its manufacturer; and V. showing no obvious defect; (G) have wheels: I. comparable to those initially delivered with such Vehicle in design and expenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor quality; II. in connection accordance with the sale, scrap, or disposition specifications of the Equipmentmanufacturer of the Vehicle; III. which are part of a matching set of four, plus spare (which may be a “donut” if a “donut” spare is initially delivered with such Vehicle); and IV. showing no obvious defect; and (H) plus all net proceeds, if any, be in Vehicle Turn-In Condition. (b) Each Lessee will return or cause to be returned each Program Vehicle leased by such Lessee hereunder (other than a Standard Casualty or a Program Vehicle which has become an Ineligible Vehicle) to the nearest related Manufacturer official auction or other facility designated by such Manufacturer at such Lessee’s sole expense or to such other location designated by the Lessor (with any additional cost of such sale delivery in excess of what would have been incurred upon delivery to the related Manufacturer at the expense of the Lessor), in each case in accordance with the requirements of Section 3.1(b) hereof. (c) Any rebate or credits applicable to the unexpired term of any license plates for a Vehicle leased by a Lessee hereunder shall inure to the benefit of such Lessee. (d) If any Lessee shall fail to satisfy any provision of Section 13.2(a), then such Lessee shall pay to the Lessor within five (5) days after the end of the Term of this Agreement the aggregate amount of the Termination Value of all the Vehicles leased by such Lessee hereunder immediately prior to such end of Term (rather than the Residual Risk Amount Value Payment required by subclause (x) of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefromSection 13.2(a)).

Return. Upon Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section, upon the expiration of the TermTerm of each Schedule, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions. Lessees : Lessee shall (i) pay to Lessor on the last day of the TermTerm with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of the such Equipment, and (ii) return such the Equipment to Lessor in accordance with Section X hereofthe provisions of Annex F attached to the Schedules. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b)Paragraph, Lessor will transfer to the buyerpurchaser, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoeverBASIS (except as provided in the following sentence), all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, by or arising through or under Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap or other disposition of such Equipment, the net Equipment the sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such the Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.

Return. Upon Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9, upon the expiration of the TermTerm of each Schedule, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees Lessee shall return all (but not less than all) of the Equipment described on such Schedule, to Lessor upon the following terms and conditions. Lessees : Lessee shall (i) pay to Lessor on the last day of the TermTerm with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, plus the EquipmentMake Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return such the Equipment to Lessor in accordance with Section X hereofthe provisions of Annex F attached to the applicable Schedule. Thereafter, upon return of all of the Equipment described on such Schedule, Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b)Paragraph, Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under by Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap or other disposition of such Equipment, the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such the Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.

Return. Upon So long as Lessee shall not have exercised its purchase ------ option pursuant to this Section, Lessee shall have the option, upon the expiration of the Termterm of each Schedule, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees shall to return all (but not Less than All) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions. Lessees : If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Termterm of this Agreement with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of the such Equipment, and (ii) return such the Equipment to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (ba), Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap or other disposition of such Equipment, the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such the Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.

Return. Upon Lessee shall have the option, upon the expiration of the TermTerm of each Schedule, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees shall to return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions. Lessees : If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the TermTerm with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of the such Equipment, and (ii) return such the Equipment to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees Equipment, free and clear of any liens or encumbrances created by, through or under by Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination and other documents and instruments as reasonably may be required in order to convey or terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap or other disposition of such Equipment, the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor. Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such the Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.

Return. Upon (i) On termination of this Lease, Lessee shall, at its own expense, return the Aircraft along with all logs, manuals, inspection data, modification and overhaul records required to be maintained with respect thereto, to such place as Lessor shall determine. In the same condition as received, reasonable wear and tear excepted, with Lessee's logos stripped from the Aircraft. In addition, Lessee shall have installed all applicable vendors' and manufacturers' service bulletin kits theretofore received by Lessee that are required for the Aircraft, as well as incorporating all Airworthiness Directives and required manufacturer's service bulletins that become effective during the term of the Lease. (ii) At least thirty (30) days prior to the expiration or earlier termination of the Term, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees shall return all Lessee will schedule an phase check of the Equipment Aircraft and perform a Borescope inspection of the Engines which is to be completed immediately prior to the return of the Aircraft to Lessor upon by an authorized Federal Aviation Administration (FAA) inspection and repair facility approved by the following terms and conditions. Lessees shall (i) pay to Lessor on the last day Manufacturers of the TermAirframe, Engines and Main Components, in addition to the scheduled Rent then due on such date manner prescribed by the Manufacturers and all other sums then due hereunderapproved by the FAA. Lessee, a terminal rental adjustment amount equal to the Fixed Purchase Price of the Equipment, and (ii) return such Equipment to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment , Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor will transfer to the buyer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees such Uniform Commercial Code Statements as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' its sole cost and expense. Upon , will pay for such inspections and all work required thereby to assure that the sale, scrap or other disposition of such Equipment, Aircraft is in compliance with all airworthiness directives issued by the net sales proceeds with respect FAA and all required Manufacturer service bulletins pertaining to the Equipment sold will Aircraft. Lessee shall pay for all work, repair and services that may be paid todetermined to be necessary by such FAA inspection and repair facility so as to enable Lessee to return the Aircraft to Lessor with its FAA Certificate of Airworthiness currently validated by appropriate entries, and held duly executed by currently licensed FAA inspectors and applied byall applicable log books for the Aircraft. (iii) Upon return of the Aircraft, Lessor as follows: Lessor or its agent shall promptly thereafter pay to Lessees an amount equal to inspect the Residual Risk Amount (as specified Aircraft. If in the relevant Schedule) of Lessor's reasonable opinion the Equipment (less all reasonable and documented costs, fees and expenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor Aircraft is not in connection compliance with the saleconditions herein described, scrapa mutually acceptable independent inspection appraiser shall be appointed by the Lessor to inspect the Aircraft for the purpose of determining the repairs, additions or disposition of the Equipment) plus all net proceedsreplacements, if any, which are necessary to place the Aircraft in the condition hereinafter described. If the appraiser determines that the Aircraft is in compliance with the conditions herein described, the cost of such sale independent inspection shall be borne by Lessor, and if the appraiser determines that the Aircraft is not in excess compliance with such conditions, such cost shall be borne by Lessee. (iv) At the time of return of the Residual Risk Amount Aircraft, each Main Component not covered by a Maintenance Service Plan, or an overhaul reserve account (Ref. Paragraph 7.1 v.) shall have remaining a minimum of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated fifty percent (50%) of the Manufacturers' recommended time between Lessees as directed by Lessees in writingoverhaul (TBO) and/or time retirement life. In the process event the foregoing requirement is not met, Lessee shall pay to Lessor in respect of each such Main Component for which such requirement is not met a dollar amount which equals the product of (i) the fraction, the numerator of which is the difference between (x) fifty percent (50%) of the sale Manufacturer's recommended TBO and/or time retirement life for such Main Component and (y) the amount of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids Manufacturer's recommended TBO and/or time retirement life remaining for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Pricesuch Main Component, and the denominator of which is the Manufacturer's recommended TBO and/or time retirement life for such Main Component; multiplied by (ii) the total cost, as identified by the Manufacturer of such Main Component, to overhaul or, if replacement is necessary, to replace such Main Component, as the case may be, at the time of return. In no event will any time or cycle related Main Component on the Aircraft have less than 25% of time or cycles remaining to replacement or overhaul at the time or return, and Lessee shall overhaul or replace any Main Component as necessary prior to return of the Aircraft to ensure that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefromrequirement of this sentence is met.

Return. Upon Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section, upon the expiration of the TermTerm of each Schedule, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions. Lessees : Lessee shall (i) pay to Lessor on the last day of the TermTerm with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of the such Equipment, and (ii) return such the Equipment to Lessor in accordance with Section X hereofthe provisions of Annex F attached hereto. Thereafter, upon return of all of the Equipment , Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b)Paragraph, Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under by Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap or other disposition of such Equipment, the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such the Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.(d)

Return. Upon (1) Unless Lessee shall have exercised its extension option, or its renewal option, or its purchase option pursuant to this Section 9, upon the expiration of the TermTerm of each Schedule, if the Equipment is as to all (but not purchased as provided in Paragraph (aless than all) of this Section, Lessees shall return all of the Equipment to Lessor upon the following terms and conditions. Lessees shall described on all Schedules executed hereunder, Lessee shall: (i) pay to Lessor the Contingent Rent; and (ii) cause the Equipment to satisfy the return conditions specified in Annex D attached to the Schedules. Lessee shall actively seek bids for the sale of the Equipment to an independent third party, and Lessor and Lessee will cause the Equipment to be sold to one or more independent third parties upon the expiration of the Term with respect to each individual Schedule (such sale to be consummated on the date of expiration of the Term with respect to such individual Schedule). The proposed sale of the Equipment shall be subject to the prior written approval of Lessor if the anticipated Net Sales Proceeds to be received as a result of such sale is less than the Lease Balance with respect to such Equipment. (2) If all of the Equipment has been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, the gross sales proceeds shall be paid to Lessor. If the net sales proceeds resulting from the sale of the Equipment pursuant to this Section 9(b) (after application of the gross sales proceeds to reimburse Lessor and the other Affected Parties for all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor or any other Affected Party in connection with such sale, and any sales or transfer taxes and charges upon sale) (the “Net Sales Proceeds”): (i) is less than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to such Equipment, then Lessee shall pay to Lessor (in the manner provided in Section 2(b)) on the last day of the TermTerm with respect to the applicable Schedule the amount of such deficiency (provided, however, that in addition no event shall the aggregate amount so required to be paid by Lessee for all Schedules exceed the aggregate of the Maximum Lessee Risk Amounts for all Schedules) plus the scheduled Rent (if any) then due on such date and all other sums then due hereunderhereunder (including all Related Costs); or (ii) is more than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) plus all sales or transfer taxes and charges upon sale, plus all Related Costs, and all other reasonable and documented expenses incurred by Lessor or any other Affected Party in connection with such sale, including, without limitation, any such expenses incurred based on a terminal rental adjustment amount equal notice from Lessee to the Fixed Purchase Price of Lessor that Lessee intended to return the Equipment, and plus Rent (iiif any) then due, then Lessor shall pay to Lessee such excess. (3) If all of the Equipment has not been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, Lessee shall return such the Equipment to Lessor in accordance with the provisions of Annex D attached to the applicable Schedule and Lessee shall pay to Lessor (in the manner provided in Section X hereof2(b)) on the last day of the Term with respect to each individual Schedule the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to the Equipment, plus Rent (if any) then due. Thereafter, upon return Lessor shall then attempt to sell the Equipment to an independent third party or parties and the gross sales proceeds with respect to such Equipment shall be paid to Lessor (in the manner provided in Section 2(b)). That portion of the Net Sales Proceeds received by Lessor which is in excess of the amount of all Related Costs, and all other reasonable and documented expenses incurred by Lessor or any other Affected Party in connection with such sale, including, without limitation, any such expenses incurred based on a notice from Lessee to Lessor that Lessee intended to return the Equipment (the “Excess Amount”), shall be paid by Lessor to Lessee. If the amount of the Lease Balance paid by Lessee pursuant to this Section 9(b)(3), minus the Excess Amount, exceeds the Maximum Lessee Risk Amounts for all Schedules, Lessor shall additionally pay to Lessee that portion of the amount of such excess over the Maximum Lessee Risk Amounts for all Schedules as does not exceed the Maximum Lessor Risk Amounts for all Schedules. (4) Upon sale of the Equipment , in accordance with this Section 9(b) and receipt by Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b)gross sales proceeds with respect thereto, Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's ’s interest in and to such Equipment and shall release its interest in and to the EquipmentAdditional Collateral. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment from Lessees Lessee, free and clear of any liens or encumbrances created by, through or under Lessor’s Lien). At Lessee’s expense, Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition of such Equipment, the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees and expenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefromAdditional Collateral.

Return. Upon the expiration of the Term, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees shall return all On the Expiration Date or earlier termination of the Equipment lease of the Aircraft under this Agreement unless an Event of Loss has occurred, Lessee will, at its expense, redeliver the Aircraft and Aircraft Documents to Lessor upon at the following terms and conditions. Lessees shall (i) pay Redelivery Location or such other airport as is mutually acceptable to Lessor on the last day of the Termparties hereto, in addition to the scheduled Rent then due on such date and all other sums then due hereundera condition complying with Schedule 3, a terminal rental adjustment amount equal to the Fixed Purchase Price of the Equipment, and (ii) return such Equipment to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment , Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor will transfer to the buyer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens all Liens, including Permitted Liens (but excluding Lessor Liens) and in a condition qualifying for immediate certification of airworthiness by the FAA or encumbrances created byas otherwise agreed by Lessor and Lessee. (b) Provided that (x) no Default shall have occurred and is continuing; and (y) there shall have been no material adverse change in Lessee's financial condition since the Delivery Date, through or under Lessor). Lessor Lessee shall execute and deliver have the option (the "C Check Option") to Lessees extend the Term for up to 2 months provided that such Uniform Commercial Code Statements extension of the Term is required by Lessee so as reasonably may to enable Lessee to perform the C Check required by paragraph 1 (e) of Schedule 3 at the time at which such check would otherwise fall to be required in order to terminate any interest of Lessor in and performed pursuant to the Equipment Agreed Maintenance Program in the absence of the requirement contained in such section. The C Check Option shall be exercised, if at Lessees' sole cost all, by Lessee delivering an irrevocable written notice (a "C Check Notice") to Lessor not later than one hundred eighty (180) days prior to the New Expiration Date (as defined below) proposed by Lessee which notice shall state whether Lessee desires to extend the Term and expensethe proposed date of performance and completion of the aforementioned C Check. Upon the salereceipt by Lessor of the C Check Notice, scrap or other disposition (xx) Lessee shall be obliged to lease the Aircraft from Lessor until the date (the "New Expiration Date") of such Equipment, completion of the net sales proceeds aforementioned C Check in accordance with respect the terms and conditions of this Agreement; and (yy) the definition of "Expiration Date" shall be deemed to have been amended so as to refer to the Equipment sold will New Expiration Date and the Aircraft shall be paid toredelivered to Lessor on that date (or, and held and applied byas may be applicable, Lessor as follows: Lessor shall promptly thereafter pay to Lessees an amount equal to the Residual Risk Amount (as specified any other date contemplated by such definition) in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees and expenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection accordance with the sale, scrap, or disposition terms and conditions of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefromthis Agreement.

Return. Upon In the event that either Lessee or Lessor elects to terminate a Schedule prior to its expiration pursuant to Article 14 or upon its expiration pursuant to Section 15.4, and if Lessee does not elect to purchase the Equipment, then Lessee shall make the Equipment accessible to Lessor at the JV1/JV2 Facilities (the “Return Location”). Lessor shall, at Lessor’s expense, deinstall, pack and remove the Equipment by use of Lessor’s freight carrier. If Lessor does not remove the Equipment within ninety (90) days, then Lessee may have the Equipment removed to a bonded warehouse or any other warehouse at Lessor’s expense. Such providing of access to Lessor (“Return”) shall constitute fulfillment of Lessee’s obligation to return the Equipment and Lessee shall have no further obligation with respect to the Equipment (other than with respect to accrued Monthly Rental as of the Termdate of return, if the required Equipment return condition under Article 13, and any indemnity obligations under Article 9). Lessee shall return the Equipment in the condition in which it is required to be maintained pursuant to Section 5.1 hereof, subject to Lessor complying with its obligations under Section 14.1(c) from the date that Lessee makes the Equipment accessible to Lessor, including Lessor (i) agreeing to pay on demand the cost of maintaining such Equipment on Lessee’s premises as reasonably determined by Lessee, including, without limitation, the cost of maintaining a clean room environment to keep the Equipment in the appropriate condition; provided, however, that Lessee shall not purchased as provided in Paragraph charge Lessor for the cost of maintaining a clean room environment for the first thirty (a30) of this Section, Lessees shall return all days after Return of the Equipment to unless, but for the fact that Lessor upon the following terms and conditions. Lessees shall (i) pay to Lessor on the last day of the Term, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of has not removed the Equipment, Lessee would be able to shut down either JV1 or JV2 and would have shut down either JV1 or JV2, and (ii) return such Equipment assuming the entire risk of loss of and/or damage to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment from any and every cause whatsoever, including the obligation to maintain insurance. Lessor shall inspect the Equipment following its return and Lessees shall arrange for notify Lessee of any claims Lessor may have with respect to the commercially reasonable sale, scrap or other disposition condition of the Equipment, any missing Equipment, or any other deficiency within thirty (30) days following its return. Upon satisfaction of the conditions specified Lessor shall include in this Paragraph (b), Lessor will transfer to the buyer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, such notice a detailed description of any kind whatsoever, all of Lessor's interest in and damage to the Equipment. If Lessor fails to deliver written notice to Lessee in accordance with the foregoing sentence, Lessee shall not be required have no further liability with respect to make and may specifically disclaim the condition of the Equipment, any representation missing Equipment, or warranty as any other deficiency with respect to the Equipment. If Lessor has a claim relating to the condition of the Equipment and or some other matters deficiency, Lessee may, in its sole discretion, elect to purchase (except that Lessor shall warrant that it unless such Equipment has conveyed whatever interest it received in been subject to a Permitted Pre-Sale) the affected Equipment from Lessees free and clear of any liens pursuant to Section 15.2 or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees such Uniform Commercial Code Statements as reasonably may be required in order to terminate any interest of Lessor in and repair the damage to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap If Lessee fails to return some or other disposition of such Equipment, the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) all of the Equipment (less all reasonable and documented costssubject to a Schedule in accordance with this Section 13.1, fees and expenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor then Lessee shall pay the reduced Monthly Rental calculated in connection accordance with Section 15.4 prorated to the sale, scrap, or disposition of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of date such Equipment and applicable taxesis returned or purchased under Section 15.2, if any. Such paymentor, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process case of the sale of the a partial failure to return Equipment, Lessor will use commercially reasonable efforts a pro rata portion thereof based upon the percentage of Equipment (in terms of original Equipment Cost) that Lessee fails to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefromreturn.

Return. Upon If Lessee shall not have exercised its purchase option or ------- renewal option pursuant to this Section, upon the expiration of the Term, if term (either the Equipment is not purchased as provided in Paragraph (aoriginal term or any applicable renewal term) of this Sectioneach Equipment Schedule, Lessees Lessee shall return all (but not less than all) of the Equipment described on all Equipment Schedules executed hereunder to Lessor upon the following terms and conditions. Lessees : Lessee shall (i) pay to Lessor on the last day of the Termterm of this Lease with respect to each individual Equipment Schedule, in addition to the scheduled Rent rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of with respect to such Equipment (as specified on the EquipmentEquipment Schedule), and (ii) return such the Equipment to Lessor in accordance with Section X 13 hereof. Thereafter, upon return of all of the Equipment described on all Equipment Schedules executed hereunder, Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph sub-part (ba), Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap or other disposition of such Equipment, the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant Equipment Schedule) of the Equipment plus all net proceeds of such sale, if any, (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such the Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.

Return. Upon On the expiration Expiration Date or such other Return Occasion, Lessee, at its own expense, shall return the Aircraft to Lessor in the condition specified in Exhibit F hereto in Tucson, Arizona, or at such other location in the continental United States designated by Lessee, or if an Event Of Default has occurred, at a location to be designated by Lessor (the "Return Location"), fully equipped, with all required Parts and Engines, duly installed thereon, by delivering the same to Lessor at such location. At such time as the Aircraft has been inspected by Lessor and found to be in the condition required hereunder, Lessor shall issue a redelivery receipt to Lessee confirming the same. Any engines installed on the Aircraft returned to Lessor hereunder which had not originally been installed on the Aircraft will be deemed to be part of the TermAircraft and owned by Lessor, if and Lessor shall, subject to such engines fulfilling all requirements of a Replacement Engine under Section 11(b) hereof, and otherwise complying with all requirements of Exhibit F hereto, relinquish title to any Engines previously removed and replaced by such last-installed engines. Notwithstanding the Equipment is not purchased as provided in Paragraph (aprovisions of Section 9(a) of this Sectionhereof, Lessees shall return all of the Equipment to Lessor upon the following terms and conditions. Lessees shall (i) pay to Lessor on the last day of the Term, in addition to the scheduled Rent then due on such date any and all other sums then due hereunderParts replaced with Parts that have not been overhauled, repaired and inspected by an FAA approved agency and which do not bear FAA acceptable tags shall be replaced with Parts that do so comply; and provided that any replaced Part shall have an equivalent or later part number, shall have a terminal rental adjustment amount value and modification status and remaining useful life at least equal to the Fixed Purchase Price of the Equipmentreplaced Part, and (ii) return such Equipment to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment , Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor will transfer to the buyer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty completely interchangeable as to the condition of the Equipment form, fit and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor)function. Lessor shall execute and deliver to Lessees such Uniform Commercial Code Statements as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition of such Equipment, the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees and expenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, There shall be allocated between Lessees as directed no substitution of time controlled components such that time remaining on any replacement component is less than the time that was remaining on the replaced component, based upon the actual hours/cycles operated by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefromLessee.

Return. Upon Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section, upon the expiration of the TermTerm of each Schedule, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees Lessee shall return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions. Lessees : Lessee shall (i) pay to Lessor on the last day of the TermTerm with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of such Equipment, plus the EquipmentMake Whole Amount, if any, and (ii) return such the Equipment to Lessor in accordance with Section X hereofthe provisions of Annex F attached hereto. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b)Paragraph, Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's Lessors interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under by Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap or other disposition of such Equipment, the Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such the Equipment and applicable taxes, if any. Such payment, if any, Lessor shall be allocated between Lessees as directed by Lessees in writing. In obligated to pay to Lessee the process residual risk amount regardless of the sale amount of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefromsales proceeds.

Return. Upon So long as Lessee has not exercised its option to terminate a Schedule pursuant to Section XVIII hereof, Lessee shall have the option, upon the scheduled expiration of the TermBasic Term of the Schedule, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees shall to return all (but not less than all) of the Equipment described on such Schedule, in accordance with the terms hereof, to Lessor upon the following terms and conditions. Lessees If Lessee desires to exercise this option it shall (i) pay to Lessor on the last day of the TermBasic Term of the Schedule, in addition to the scheduled Rent then rent due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of percentage multiplied by the Equipment, Capitalized Lessor's Cost for such Equipment (as stated in such Schedule) for such Equipment and (ii) return such the Equipment to Lessor in accordance with Section X XI hereof. Thereafter, upon return of all of the Equipment , Lessor and Lessees shall Lessee will arrange for the commercially reasonable sale, scrap or other disposition of the such Equipment. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor will transfer to the buyer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees such Uniform Commercial Code Statements as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition of such the Equipment, the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: to Lessor. Lessor shall promptly thereafter pay to Lessees an amount equal to Lessee the Residual Risk Amount (as specified in multiplied by the relevant Schedule) of the Equipment (Capitalized Lessor's Cost for such Equipment, less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, scrap or disposition of the Equipment) such Equipment plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if anyEquipment. Such payment, if any, All calculations under this Section XX hereof shall be allocated between Lessees as directed by Lessees in writing. In the process made on an aggregate basis with respect of all of the sale of Equipment described on the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefromapplicable Schedule.

Return. Upon the expiration of the Term, if the Equipment is So long as Lessee shall not purchased as provided in have exercised its extension option pursuant to Paragraph (a) of this Section, Lessees nor exercised its purchase option pursuant to Paragraph (c) of this Section, Lessee shall have the option, upon the expiration of the Renewal Term of an individual Schedule, to return all (but not less than all) of the Equipment described on an individual Schedule, to Lessor upon the following terms and conditions. Lessees : If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Termterm of this Agreement with respect to the applicable individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Renewal Term Fixed Purchase Price of the such Equipment, and (ii) return such the Equipment to Lessor in accordance with Section X XVI hereof. That portion of the terminal rental adjustment amount paid by Lessee to Lessor as is equal to the Renewal Term Residual Risk Amount shall be held in escrow by Lessor and deposited in an interest-bearing account, invested in Permitted Investments. Thereafter, upon return of all of the Equipment described on the applicable Schedule, Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of such Equipment. Lessee fully shall cooperate with Lessor in consummating such sale, scrap, or other disposition of the Equipment. Such sale, scrap or disposition shall occur promptly and Lessor shall conduct such sale, scrap or disposition with the same consideration that the Servicing Agent would afford to the sale, scrap or disposition of its own assets. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor and Lessee will transfer to the buyer, purchaser(s) on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, BASIS all of Lessor's interest in and to the applicable Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseapplicable Equipment. Upon Promptly following the sale, scrap or other disposition of such Equipmentan Item of the Equipment and receipt by Lessor in good collected funds of the sales proceeds, the net sales proceeds if any, with respect to such Item of the Equipment sold will be paid to, and held and applied byEquipment, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee from the escrow account an amount equal to the Renewal Term Residual Risk Amount (as specified in the relevant Schedule) of such Item of the Equipment (less all reasonable and documented actual out-of-pocket costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale Item of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.);

Return. Upon (1) Unless Lessee shall have exercised its extension option, or its purchase option pursuant to this Section 9, upon the expiration of the TermTerm of each Schedule, as to all (but not less than all) of the Equipment described on all Schedules executed hereunder, Lessee shall cause the Equipment to satisfy the return conditions specified in Annex D attached to the Schedules. Lessor and Lessee will cause the Equipment to be sold to one or more independent third parties upon the expiration of the Term with respect to each individual Schedule (such sale to be consummated on the date of expiration of the Term with respect to such individual Schedule). The proposed sale of the Equipment shall be subject to the prior written approval of the Collateral Agent and the Residual Support Provider if the Equipment anticipated Net Sales Proceeds to be received as a result of such sale is not purchased as provided in Paragraph less than the Lease Balance with respect to such Equipment. (a2) of this Section, Lessees shall return If all of the Equipment has been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, the gross sales proceeds shall be paid to Lessor (in the manner set forth in Section 2(b) hereof). If the net sales proceeds resulting from the sale of the Equipment pursuant to this Section 9 (b) after application of the gross sales proceeds to reimburse Lessor and the Edison Program Parties for all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor or any Edison Program Party in connection with such sale, and any sales or transfer taxes and charges upon sale) (the following terms and conditions. Lessees shall "Net Sales Proceeds"): (i) is less than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to such Equipment, then Lessee shall pay to Lessor (in the manner set forth in Section 2(b)) on the last day of the TermTerm with respect to the applicable Schedule the amount of such deficiency (provided, however, that in addition no event shall the aggregate amount so required to be paid by Lessee for all Schedules exceed the aggregate of the Maximum Lessee Risk Amounts for all Schedules) plus the scheduled Rent (if any) then due on such date and all other sums then due hereunder; or (ii) is more than the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) plus all sales or transfer taxes and charges upon sale, plus all Related Third Party Costs, and all other reasonable and documented expenses incurred by Lessor or any Edison Program Party in connection with such sale, including, without limitation, any such expenses incurred based on a terminal rental adjustment amount equal notice from Lessee to the Fixed Purchase Price of Lessor that Lessee intended to return the Equipment, and plus Rent (iiif any) then due, then Lessor shall pay to Lessee such excess. (3) If all of the Equipment has not been sold to an independent third party or parties upon the expiration of the Term of the Schedule with respect thereto, Lessee shall return such the Equipment to Lessor in accordance with the provisions of Annex D attached to the applicable Schedule and Lessee shall pay to Lessor (in the manner set forth in Section X 2(b)) on the last day of the Term with respect to each individual Schedule the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to the Equipment, plus Rent (if any) then due. Lessor shall then attempt to sell the Equipment to an independent third party or parties and the gross sales proceeds with respect to such Equipment shall be paid to Lessor (in the manner set forth in Section 2(b) hereof). Thereafter, upon return That portion of the Net Sales Proceeds received by Lessor which is in excess of the amount of all Related Third Party Costs, and all other reasonable and documented expenses incurred by Lessor or an Edison Program Party in connection with such sale, including, without limitation, any such expenses incurred based on a notice from Lessee to Lessor that Lessee intended to return the Equipment (the "Excess Amount"), shall be paid by Lessor to Lessee. If the amount of the Lease Balance paid by Lessee pursuant to this Section 9(b)(3), minus the Excess Amount, exceeds the Maximum Lessee Risk Amounts for all Schedules, Lessor shall additionally pay to Lessee that portion of the amount of such excess over the Maximum Lessee Risk Amounts for all Schedules as does not exceed the Maximum Lessor Risk Amounts for all Schedules. Each of the parties hereto expressly acknowledges and agrees that none of Lender, the Operating Agent, the Collateral Agent or any Edison Program Party shall have any obligations to Lessee with respect to the payment of such amounts to Lessee pursuant to this Section 9(b)(3). (4) Upon sale of the Equipment , in accordance with this Section 9(b) and receipt by Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (b)gross sales proceeds with respect thereto, Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the such Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment from Lessees Lessee or the Supplier free and clear of any liens or encumbrances created by, through or under Lessor's Lien). At Lessee's expense, Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition of such Equipment, the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, fees and expenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.

Return. Upon the expiration of the Term, if the Equipment is So long as Lessee shall not purchased as provided in have exercised its option to renew this Agreement pursuant to Paragraph (a) of this Section, Lessees nor exercised its purchase option pursuant to Paragraph (c) of this Section, Lessee shall have the option, upon the expiration of the Basic Term of an individual Schedule, to return all (but not less than all) of the Equipment described on an individual Schedule, to Lessor upon the following terms and conditions. Lessees : If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Termterm of this Agreement with respect to the applicable individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Basic Term Fixed Purchase Price of the such Equipment, and (ii) return such the Equipment to Lessor in accordance with Section X XVI hereof. That portion of the terminal rental adjustment amount paid by Lessee to Lessor as is equal to the Basic Term Residual Risk Amount shall be held in escrow by Lessor and deposited in an interest-bearing account, invested in Permitted Investments (as such term is hereinafter defined). Thereafter, upon return of all of the Equipment described on the applicable Schedule, Lessor and Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of such Item of the Equipment. Lessee fully shall cooperate with Lessor in consummating such sale, scrap, or other disposition of the Equipment. Such sale, scrap or disposition shall occur promptly and Lessor shall conduct such sale, scrap or disposition with the same consideration that the Servicing Agent would afford to the sale, scrap or disposition of such Item of its own assets. Upon satisfaction of the conditions specified in this Paragraph (b), Lessor and Lessee will transfer to the buyerpurchaser(s), on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, BASIS all of Lessor's their interest in and to the applicable Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment from Lessees free and clear of any liens or encumbrances created by, through or under Lessor). Lessor shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseapplicable Equipment. Upon Promptly following the sale, scrap or other disposition of such Equipmentan Item of the Equipment and receipt by Lessor in good collected funds of the sales proceeds, the net sales proceeds if any, with respect to such Item of the Equipment sold will be paid toEquipment, and held and applied by, Lessor as follows: (1) Lessor shall promptly thereafter pay to Lessees Lessee from the escrow account an amount equal to the Basic Term Residual Risk Amount (as specified in the relevant Schedule) of such Item of the Equipment (less all reasonable and documented actual out-of-pocket costs, expenses and fees and expensesincurred by the Servicing Agent, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale Item of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.);

Return. Upon So long as Lessee shall not have exercised its option to renew the Agreement or its purchase option pursuant to this Section, Lessee shall have the option, upon the expiration of the Term, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees shall to return all (but not less than all) of the Equipment described on all Schedules executed hereunder, to Lessor upon the following terms and conditions. Lessees : If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the TermTerm with respect to each individual Schedule, in addition to the scheduled Rent then due on such date and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of the such Equipment, and (ii) return such the Equipment to Lessor in accordance with Section X hereof. Thereafter, upon return of all of the Equipment described on all Schedules executed hereunder, Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph (bc), Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment from Lessees free and clear of any liens or encumbrances Liens created by, through or under by Lessor). Lessor Lessor, at Lessee's expense, shall execute and deliver to Lessees Lessee such Uniform Commercial Code Statements statements of termination and any other documents as reasonably may be required requested by Lessee in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expenseEquipment. Upon the sale, scrap or other disposition of such Equipment, the net sales proceeds with respect to the Equipment sold will be paid tocontemplated by this Section XVIII(c), and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant ScheduleEquipment Schedule or Equipment Schedules, as the case may be) of the Equipment (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.described

Return. Upon Unless Lessee shall have exercised its option to renew this Lease or its purchase option pursuant to this Section, upon the expiration of the Termterm of each Schedule, if the Equipment is not purchased as provided in Paragraph (a) of this Section, Lessees Lessee shall return all (but not less than all) of the Equipment described on all Schedules of a particular Series executed hereunder, to Lessor upon the following terms and conditions. Lessees : Lessee shall (i) pay to Lessor on the last day of the Termterm with respect to each individual Schedule of that Series, in addition to the scheduled Rent rent then due on such date (if any) and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price of the such Equipment, and (ii) return such the Equipment to Lessor in accordance with the provisions of Section X hereof13 of the Lease. Thereafter, upon return of all of the Equipment described on all Schedules of that Series executed hereunder, Lessor and Lessees Lessee shall arrange for the commercially reasonable sale, scrap or other disposition sale of the such Equipment. Upon satisfaction of the conditions specified in this Paragraph (b)Paragraph, Lessor will transfer to the buyertransfer, on an AS IS, WHERE IS BASIS, without recourse or warranty, express or implied, of any kind whatsoever, all of Lessor's interest in and to the such Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment from Lessees free and clear of any liens or encumbrances created by, through or under by Lessor). Lessor shall execute and deliver to Lessees such Uniform Commercial Code Statements as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition sale of such Equipment, Equipment the net sales proceeds with respect to the Equipment sold will be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to Lessees Lessee an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the such Equipment (less all reasonable and documented costs, fees expenses and expensesfees, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition sale of the such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment and applicable taxes, if any. Such payment, if any, shall be allocated between Lessees as directed by Lessees in writing. In the process of the sale of the Equipment, Lessor will use commercially reasonable efforts to obtain the highest cash bids for the Equipment, it being understood that Lessees are the sole beneficiaries in the event the net proceeds from the sale exceed the Fixed Purchase Price, and that Lessees bear the primary loss in the event the Fixed Purchase Price exceeds the net proceeds therefrom.