Common use of Return Clause in Contracts

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Schedule, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term 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 Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable Schedule. Thereafter, upon return of all of the Equipment described on such Schedule, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, 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 the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Scheduleall Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term 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 Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSchedules. Thereafter, upon return of all of the Equipment described on such Scheduleall Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfertransfer to the purchaser, on an AS IS BASISBASIS (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 the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by or arising through Lessor). Lessor shall execute and deliver to Lessee such Uniform Commercial Code Statements statements of Termination termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9, upon Upon the expiration of the Term Term, if the Equipment is not purchased as provided in Paragraph (a) of each Schedulethis Section, Lessee Lessees shall return all (but not less than all) of the Equipment described on such Schedule, to Lessor upon the following terms and conditions: Lessee . Lessees shall (i) pay to Lessor on the last day of the Term with respect to each individual ScheduleTerm, 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 the Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the such Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSection X hereof. Thereafter, upon return of all of the Equipment described on such Schedule, Lessor and Lessee Lessees shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this ParagraphParagraph (b), Lessor will transfertransfer 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 such 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 by, through or under Lessor). Lessor shall execute and deliver to Lessee Lessees such Uniform Commercial Code Statements of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the EquipmentEquipment at Lessees' sole cost and expense. Upon the sale, scrap or other disposition of the Equipment 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 Lessee Lessees an amount equal to the Residual Risk Amount (as specified in the relevant Schedule) of the Equipment (less all reasonable and documented costs, expenses fees and feesexpenses, including storage, reasonable and necessary maintenance and other remarketing fees incurred by Lessor in connection with the sale, scrap, or disposition of such the Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the 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. Unless So long as Lessee shall not have exercised its extension option or its purchase ------ option pursuant to this Section 9Section, Lessee shall have the option, upon the expiration of the Term term of each Schedule, Lessee shall to return all (but not less Less than allAll) of the Equipment described on such Scheduleall Schedules executed hereunder, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term term 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 such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSection X hereof. Thereafter, upon return of all of the Equipment described on such Scheduleall Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this ParagraphParagraph (a), Lessor will transfer, 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 the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by by, through or under Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless So long as Lessee shall not have exercised its extension option or to renew this Agreement pursuant to Paragraph (a) of this Section, nor exercised its purchase option pursuant to Paragraph (c) of this Section 9Section, Lessee shall have the option, upon the expiration of the Basic Term of each an individual Schedule, Lessee shall to return all (but not less than all) of the Equipment described on such an individual Schedule, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term term of this Agreement with respect to each 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 such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with Section XVI hereof. That portion of the provisions of Annex F attached terminal rental adjustment amount paid by Lessee to Lessor as is equal to the applicable ScheduleBasic 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 such the applicable Schedule, Lessor and Lessee 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 ParagraphParagraph (b), Lessor and Lessee will transfertransfer to the purchaser(s), on an AS IS BASIS, 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 such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment free and clear of any liens or encumbrances created by by, through or under Lessor). Lessor shall execute and deliver to 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 applicable Equipment. Upon Promptly following the sale, scrap or other disposition of an Item of the Equipment and receipt by Lessor in good collected funds of the net sales proceeds 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 Lessee from the escrow account an amount equal to the Basic Term Residual Risk Amount (as specified in the Schedule) of such Item of the Equipment (less all reasonable actual out-of-pocket costs, expenses and feesfees incurred by the Servicing Agent, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess Item of the Residual Risk Amount of the Equipment and applicable taxes, if any.Equipment);

Return. Unless So long as Lessee shall not have exercised its extension option or pursuant to Paragraph (a) of this Section, nor exercised its purchase option pursuant to Paragraph (c) of this Section 9Section, Lessee shall have the option, upon the expiration of the Renewal Term of each an individual Schedule, Lessee shall to return all (but not less than all) of the Equipment described on such an individual Schedule, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term term of this Agreement with respect to each 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 such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with Section XVI hereof. That portion of the provisions of Annex F attached terminal rental adjustment amount paid by Lessee to Lessor as is equal to the applicable ScheduleRenewal 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 such the applicable Schedule, Lessor and Lessee 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 ParagraphParagraph (b), Lessor and Lessee will transfer, transfer to the purchaser(s) on an AS IS BASIS, 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 such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment free and clear of any liens or encumbrances created by by, through or under Lessor). Lessor shall execute and deliver to 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 applicable Equipment. Upon Promptly following the sale, scrap or other disposition of an Item of the Equipment and receipt by Lessor in good collected funds of the net sales proceeds 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 Lessee from the escrow account an amount equal to the Renewal Term Residual Risk Amount (as specified in the Schedule) of such Item of the Equipment (less all reasonable actual out-of-pocket costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess Item of the Residual Risk Amount of the Equipment and applicable taxes, if any.Equipment);

Return. (1) Unless Lessee shall have exercised its extension option option, or its purchase option pursuant to this Section 9, upon the expiration of the Term of each Schedule, Lessee shall return 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 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 (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: Lessee 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 Term with respect to the applicable Schedule the amount of such deficiency (provided, however, that in 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 notice from Lessee to Lessor that Lessee intended to return the Equipment, plus Rent (if 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 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 2(b)) on the last day of the Term with respect to each individual Schedule, in addition Schedule the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to the scheduled Equipment, plus Rent (if any) then due on 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 date Equipment shall be paid to Lessor (in the manner set forth in Section 2(b) hereof). 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 sums then due hereunderreasonable 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 terminal rental adjustment amount equal notice from Lessee to the Fixed Purchase Price of such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) 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 the provisions of Annex F attached to the applicable Schedule. Thereafter, upon return of all this Section 9(b) and receipt by Lessor of the Equipment described on such Schedule, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraphgross sales proceeds with respect thereto, Lessor will transfer, on an AS IS BASIS, 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 such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in such Equipment from Lessee or the Equipment Supplier free and clear of any liens or encumbrances created by Lessor's Lien). At Lessee's expense, Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Scheduleall Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term 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 Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable Schedulehereto. Thereafter, upon return of all of the Equipment described on such Schedule, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, 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 such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.. (d)

Return. Unless 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 exercised its extension option or its purchase option pursuant no further obligation with respect to this Section 9, upon the expiration Equipment (other than with respect to accrued Monthly Rental as of the Term date of each Schedulereturn, the required Equipment return condition under Article 13, and any indemnity obligations under Article 9). Lessee shall return all 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 (but 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 less than allcharge Lessor for the cost of maintaining a clean room environment for the first thirty (30) days after Return of the Equipment described on such Scheduleunless, to but for the fact that Lessor upon has not removed the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term 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 Make Whole Amount Lessee would be able to shut down either JV1 or the Break Amount, whichever is applicable, if anyJV2 and would have shut down either JV1 or JV2, and (ii) return assuming the entire risk of loss of and/or damage to the Equipment from any and every cause whatsoever, including the obligation to maintain insurance. Lessor shall inspect the Equipment following its return and notify Lessee of any claims Lessor may have with respect to the condition of the Equipment, any missing Equipment, or any other deficiency within thirty (30) days following its return. Lessor shall include in such notice a detailed description of any damage to the Equipment. If Lessor fails to deliver written notice to Lessee in accordance with the provisions of Annex F attached foregoing sentence, Lessee shall have no further liability with respect to the applicable Schedulecondition of the Equipment, any missing Equipment, or any other deficiency with respect to the Equipment. ThereafterIf Lessor has a claim relating to the condition of the Equipment or some other deficiency, upon Lessee may, in its sole discretion, elect to purchase (unless such Equipment has been subject to a Permitted Pre-Sale) the affected Equipment pursuant to Section 15.2 or repair the damage to the Equipment. If Lessee fails to return of some or all of the Equipment described on such Schedulesubject to a Schedule in accordance with this Section 13.1, Lessor and then Lessee shall arrange for pay the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified reduced Monthly Rental calculated in this Paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessor's interest in and accordance with Section 15.4 prorated to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as the condition of date such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received is returned or purchased under Section 15.2, or, in the Equipment free and clear case of any liens or encumbrances created by Lessor). Lessor shall execute and deliver a partial failure to Lessee such Uniform Commercial Code Statements return Equipment, a pro rata portion thereof based upon the percentage of Termination as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition terms of such Equipmentoriginal Equipment Cost) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if anythat Lessee fails to return.

Return. Unless If Lessee shall not have exercised its extension purchase option or its purchase ------- renewal option pursuant to this Section 9Section, upon the expiration of the Term term (either the original term or any applicable renewal term) of each Equipment Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Schedule, all Equipment Schedules executed hereunder to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term term 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, plus Equipment (as specified on the Make Whole Amount or the Break Amount, whichever is applicable, if anyEquipment Schedule), and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSection 13 hereof. Thereafter, upon return of all of the Equipment described on such Scheduleall Equipment Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraphsub-part (a), Lessor will transfer, 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 the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by by, through or under Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Equipment Schedule) of the Equipment plus all net proceeds of such sale, if any, (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless So long as Lessee shall not have exercised its extension option to renew the Agreement or its purchase option pursuant to this Section 9Section, Lessee shall have the option, upon the expiration of the Term of each ScheduleTerm, Lessee shall to return all (but not less than all) of the Equipment described on such Scheduleall Schedules executed hereunder, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term 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 Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSection X hereof. Thereafter, upon return of all of the Equipment described on such Scheduleall Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this ParagraphParagraph (c), Lessor will transfer, 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 the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances Liens created by Lessor). Lessor Lessor, at Lessee's expense, shall execute and deliver to Lessee such Uniform Commercial Code Statements statements of Termination 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. Upon the sale, scrap or other disposition of the 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 Lessee an amount equal to the Residual Risk Amount (as specified in the ScheduleEquipment Schedule or Equipment Schedules, as the case may be) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.as described

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9the option, upon the expiration of the Term of each Schedule, Lessee shall to return all (but not less than all) of the Equipment described on such Scheduleall Schedules executed hereunder, to Lessor upon the following terms and conditions: If Lessee desires to exercise this option, Lessee shall (i) pay to Lessor on the last day of the Term 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 Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSection X hereof. Thereafter, upon return of all of the Equipment described on such Scheduleall Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this ParagraphParagraph (b), Lessor will transfer, on an AS IS BASIS, 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 such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment Equipment, free and clear of any liens or encumbrances created by Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. Unless Lessee shall have exercised its extension option to renew this Lease or its purchase option pursuant to this Section 9Section, upon the expiration of the Term term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Scheduleall Schedules of a particular Series executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term term with respect to each individual ScheduleSchedule 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 such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to Section 13 of the applicable ScheduleLease. Thereafter, upon return of all of the Equipment described on such Scheduleall Schedules of that Series executed hereunder, Lessor and 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, Lessor will transfer, on an AS IS BASIS, 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 the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment free and clear of any liens or encumbrances created by Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition sale of the 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the such Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition sale of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the such Equipment and applicable taxes, if any.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9Section, upon the expiration of the Term of each Schedule, Lessee shall return all (but not less than all) of the Equipment described on such Scheduleall Schedules executed hereunder, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term 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 Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable Schedulehereto. Thereafter, upon return of all of the Equipment described on such Scheduleall Schedules executed hereunder, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, 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 the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any. Lessor shall be obligated to pay to Lessee the residual risk amount regardless of the amount of net sales proceeds.

Return. Unless So long as Lessee has not exercised its option to terminate a Schedule pursuant to Section XVIII hereof, Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9the option, upon the scheduled expiration of the Basic Term of each the Schedule, Lessee 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: . If Lessee desires to exercise this option it shall (i) pay to Lessor on the last day of the Basic Term with respect to each individual 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 Capitalized Lessor's Cost for such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, Equipment (as stated in such Schedule) for such Equipment and (ii) return the Equipment to Lessor in accordance with the provisions of Annex F attached to the applicable ScheduleSection XI hereof. Thereafter, upon return of all of the Equipment described on such Schedule, Lessor and Lessee shall will arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, 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 the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition of the Equipment 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 Lessee an amount equal to the Residual Risk Amount (as specified in multiplied by the Schedule) of the Equipment (Capitalized Lessor's Cost for such Equipment, less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, scrap or disposition of such Equipment) Equipment plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of such Equipment. All calculations under this Section XX hereof shall be made on an aggregate basis with respect of all of the Equipment and described on the applicable taxes, if anySchedule.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9, upon the expiration of the Term of each Schedule, Lessee shall return Return all (but not less than all) of the Equipment described on such ScheduleEquipment, which has not otherwise been terminated in accordance with the terms hereof, to Lessor upon the following terms and conditions: Lessee shall (i) pay to Lessor on the last day of the Term initial term of this Agreement with respect to each an individual Schedule, 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 return fee equal to the Fixed Purchase Price Return Percentage as shown on the applicable Schedule times Capitalized Lessor's Cost (as stated in such Schedule) of such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, Equipment and (ii) return the Equipment to Lessor in accordance with the provisions terms of Annex F attached to the applicable ScheduleSection XIII hereof. Thereafter, upon return of all of the Equipment described on such Schedule, Lessor and Lessee shall will arrange for the commercially reasonable sale, scrap or other disposition of the such Equipment. Upon satisfaction The proceeds of any such sale or other disposition, if any, shall be paid directly to the conditions specified in this ParagraphLessor and applied as follows: (1) firstly, Lessor will transfer, on an AS IS BASIS, to pay all of Lessor's interest costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of Equipment; then, (2) secondly, to the extent not previously paid by Lessee, to pay Lessor all sums due from Lessee under (i) above; then (3) thirdly, to pay to Lessee the Guaranteed Residual Amount of such Equipment, which shall be equal to the Guaranteed Residual Percentage as shown in the applicable Schedule times the Capitalized Lessor's Cost, then (4) any surplus remaining after deduction of (1), (2) and (3) shall be paid to Lessee. Lessor shall not promptly pay any deficiency resulting from the difference between the remaining amount of the proceeds (after deduction of (1) and (2)) and the Guaranteed Residual Amount. All calculations under this Section XII hereof shall be required to make and may specifically disclaim any representation or warranty as the condition made on an aggregate basis with respect of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any liens or encumbrances created by Lessor). Lessor shall execute and deliver to 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. Upon the sale, scrap or other disposition all of the Equipment described on 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 Lessee an amount equal to the Residual Risk Amount (as specified in the applicable Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if any.

Return. (1) Unless Lessee shall have exercised its extension option option, or its renewal option, or its purchase option pursuant to this Section 9, upon the expiration of the Term of each Schedule, Lessee shall return as to all (but not less than all) of the Equipment described on such Scheduleall Schedules executed hereunder, to Lessor upon the following terms and conditionsLessee shall: 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 Term with respect to the applicable Schedule the amount of such deficiency (provided, however, that in 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 (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 notice from Lessee to Lessor that Lessee intended to return the Equipment, plus Rent (if 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 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 2(b)) on the last day of the Term with respect to each individual Schedule, in addition Schedule the Lease Balance (determined as of the expiration of the Term of the Schedule with respect thereto) with respect to the scheduled Equipment, plus Rent (if any) then due on 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 date 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 sums then due hereunderreasonable 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 such Equipment, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) 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 the provisions of Annex F attached to the applicable Schedule. Thereafter, upon return of all this Section 9(b) and receipt by Lessor of the Equipment described on such Schedule, Lessor and Lessee shall arrange for the commercially reasonable sale, scrap or other disposition of the Equipment. Upon satisfaction of the conditions specified in this Paragraphgross sales proceeds with respect thereto, Lessor will transfer, on an AS IS BASIS, 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 such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received in the such Equipment from Lessee, free and clear of any liens or encumbrances created by Lessor’s Lien). At Lessee’s expense, Lessor shall execute and deliver to Lessee such Uniform Commercial Code Statements of Termination Financing Statement Amendment Terminations as reasonably may be required in order to terminate any interest of Lessor in and to the Equipment. Upon the sale, scrap or other disposition of 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 Lessee an amount equal to the Residual Risk Amount (as specified in the Schedule) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with the sale, scrap, or disposition of such Equipment) plus all net proceeds, if any, of such sale in excess of the Residual Risk Amount of the Equipment and applicable taxes, if anythe Additional Collateral.