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 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 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 (a) On or its purchase option pursuant prior to this Section 9, upon the expiration date that is ninety (90) days prior to the end of the Term of this Agreement, each Schedule, Lessee shall return notify the Lessor in writing if it elects to purchase all (but not less than all) the Vehicles leased by such Lessee hereunder at the end of the Equipment described Term of this Agreement pursuant to Section 2.5. If such Lessee does not elect to purchase all such Vehicles pursuant to the terms of Section 2.5, as long as no Finance Lease Event of Default shall have occurred and be continuing, such Lessee shall, on such Schedule, or prior to Lessor upon the following terms and conditions: Lessee shall Finance Lease Expiration Date (ix) pay to the 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 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 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 coststhan 1/8 inch in tread remaining at its shallowest point, expenses and fees, including storage, reasonable 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 necessary maintenance and other remarketing fees incurred quality; II. in connection accordance with the salespecifications of the manufacturer of the Vehicle; III. which are part of a matching set of four, scrap, 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) be in Vehicle Turn-In Condition. (b) Each Lessee will return or disposition 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 Equipment) plus all net proceeds, if any, 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 the Equipment and applicable taxes, if anySection 13.2(a)).

Return. Unless Lessee shall have exercised its extension option (a) On or its purchase option pursuant prior to this Section 9, upon the expiration date that is 90 days prior to the end of the Term of each Schedulethis Agreement, the Lessee shall return notify the Lessor in writing if it elects to purchase all (but not less than all) the Vehicles leased hereunder at the end of the Equipment described Term of this Agreement pursuant to Section 2.5. If the Lessee does not elect to purchase such Vehicles pursuant to the terms of Section 2.5, as long as no Finance Lease Event of Default shall have occurred and be continuing, the Lessee shall, on such Schedule, or prior to Lessor upon the following terms and conditions: Lessee shall Finance Lease Expiration Date (ix) pay to the 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 Value Payment for all such non-purchased Vehicles leased 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, 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, or worn, cracked, split, broken or leaking weather-stripping, faulty window mechanisms, or broken, cracked, 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, 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 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 (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 Manufacturer of the Residual Risk Amount Vehicle; III. part of the Equipment and applicable taxesa matching set of four, plus spare (which may be a "donut" if any.a "donut" spare is initially delivered with such Vehicle);

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 A. Upon termination of Lessee's right to this Section 9, upon the expiration possession of the Term of each ScheduleHelicopter, Lessee shall return all (but not less than all) of the Equipment described on such Schedule, Helicopter to Lessor upon and Lessor shall accept it, in accordance with the following terms and conditions: Lessee shall provisions. (i) pay The Helicopter will be returned at Lessee's expense to Lessor on the last day of the Term with respect to each individual Scheduleat ▇▇▇▇▇▇▇ Airport, in addition to the scheduled Rent then due on such date and all other sums then due hereunderBelmar, 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 New Jersey ("BLM"). (ii) return The Helicopter shall have a currently valid U.S. Certificate of Airworthiness, and all mandatory AD and other bulletins shall have been complied with in accordance with the Equipment to Lessor Lessee's FAA approved maintenance program. (iii) The Helicopter shall have been maintained by Lessee in accordance with the provisions of Annex F attached this Lease, and the Helicopter shall be cleaned to industry standards, suitable for flying operations in accordance with FAA requirements. (iv) Except as may otherwise be agreed by the applicable Scheduleparties in writing, the Helicopter shall be in the same condition as when delivered to Lessee, except for reasonable and ordinary wear and tear, use and depreciation, and shall be equipped with the same or similar engines, components, appliances, accessories, instruments and equipment as when delivered to Lessee. ThereafterLessee shall have no obligation as to time remaining on time-limited components or to make any adjustment in that regard except as specifically provided in this Lease for the time flown on the engines and other major components identified in Exhibit B hereto. (v) All special company markings of Lessee on the Helicopter shall have been removed and any and all visible corrosion shall have been repaired or removed and the Helicopter shall be painted white. (vi) All logs, upon records, manuals, and historical documents pertaining thereto, in a current condition and as required by this Lease, shall be delivered to Lessor. (vii) No later than the date provided for the return of all the Helicopter, Lessee will make the Helicopter available to Lessor at a mutually acceptable location for the purpose of permitting Lessor to make an inspection. Prior to Lessor's acceptance, Lessee will, at its expense, correct any condition making the Helicopter unairworthy or otherwise not in the condition, as determined by a an unbiased third party, required for return hereunder, and shall demonstrate the proper correction there of to Lessor's satisfaction. (viii) This Lease and Lessee's obligation to pay Fixed Rent to Lessor shall terminate upon Lessee's return of the Equipment described on such ScheduleHelicopter in the condition required by this Lease. In the event that an unbiased third party determines that the Helicopter was not returned in the condition required by this Lease, 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 continue to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty pay Fixed Rent until such time as the condition of such Equipment and other matters (except that Lessor shall warrant that it has conveyed whatever interest it received Helicopter is 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 compliance 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 anycondition required by this Lease.

Return. Unless Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9, upon Upon the expiration or earlier termination of the Term right of Seller to use the ISO Containers (including without limitation the termination of the Agreement for any reason), Seller will, at its own cost and expense, surrender and deliver possession of each ScheduleISO Container to Buyer at such reasonable location within the State of Hawai’i as shall be designated by Buyer in writing. Upon return, Lessee shall return all each such ISO Container (but not less than alland each part or component thereof) of the Equipment described on such Schedule, to Lessor upon the following terms and conditions: Lessee shall must (i) pay to Lessor on meet in all material respects the last day of the Term with respect to each individual Schedule, in addition to the scheduled Rent then due on such date design specifications and all other sums then due hereunder, a terminal rental adjustment amount equal to the Fixed Purchase Price operating standards of such EquipmentISO Container, plus the Make Whole Amount or the Break Amount, whichever is applicable, if any, and (ii) return be in good condition, state of repair and appearance, ordinary wear and tear excepted, and suitable for the Equipment to Lessor in accordance with the provisions transport of Annex F attached to the applicable Schedule. ThereafterLNG by containers of similar design and size, and upon return be empty of all LNG, (iii) comply in all material respects with all laws and rules referred to in Section 2(a) of this Exhibit and Section 2(b)(i) and (iii) of this Exhibit above, (iv) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 4 of this Exhibit and have had removed therefrom in a workmanlike manner at Seller’s expense any addition, modification or improvement or other Accessory which, as provided in Section 4 of this Exhibit, is owned by Seller, unless otherwise agreed by Buyer, (v) be in material compliance with all applicable requirements of the Equipment described on such ScheduleUnited States Department of Transportation, Lessor having all certifications and Lessee shall arrange for the commercially reasonable salerecertification thereof current, 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 (vi) 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 all Liens, other than Buyer Encumbrances, and (vii) shall not have any liens structural damage on any exterior or encumbrances created by Lessor)interior surfaces. Lessor Seller shall execute and deliver pay for any repairs necessary to Lessee such Uniform Commercial Code Statements of Termination as reasonably may be restore any ISO Container to the condition 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 clause (as specified in the Schedulei) of the Equipment (less all reasonable costs, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection preceding sentence and/or to cause any ISO Container to otherwise comply with the sale, scrap, or disposition requirements of such Equipment) plus all net proceeds, if any, of such sale in excess any of the Residual Risk Amount other clauses of the Equipment and applicable taxes, if anypreceding sentence.

Return. Unless Lessee shall have exercised its extension option (a) On or its purchase option pursuant prior to this Section 9, upon the expiration date that is ninety (90) days prior to the end of the Term of this Lease, each Schedule, Lessee shall return notify the Lessor in writing if it elects to purchase all (but not less than all) the Synthetic Lease Vehicles leased by such Lessee at the end of the Equipment described Term of this Lease pursuant to Section 6. If any Lessee does not elect to purchase all the Synthetic Lease Vehicles leased by such Lessee pursuant to the terms of Section 6, as long as no Lease Event of Default shall have occurred and be continuing, such Lessee shall, on such Schedule, or prior to Lessor upon the following terms and conditions: Lessee shall Lease Expiration Date (ix) 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 Master Collateral Account an amount equal to the Residual Risk Amount Value Payment for all such non-purchased Synthetic Lease Vehicles leased by it hereunder as of the Vehicle Lease Expiration Date for each such Vehicle plus all accrued but unpaid Monthly Base Rent and all Monthly Variable Rent payable at such time and (y) return each such Synthetic Lease Vehicle to the Lessor in accordance with the following, as specified applicable: (1) each such Synthetic 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 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, missing chrome or trim, ripped or stained, upholstery, seats, dash, C-6 95 headliner, carpeting, trunk, or convertible vinyl top, missing interior trim, sprung or misaligned doors or their openings, or worn, cracked, split, broken or leaking weatherstripping, faulty window mechanisms, or broken, cracked, 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, 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 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 which: I. are comparable to those initially delivered with such Vehicle in design and quality; II. are in accordance with the specifications 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 manufacturer of the Residual Risk Amount Vehicles; III. are part of the Equipment and applicable taxesa matching set of four, plus spare (which may be a "donut" if any.a "donut" spare is initially delivered with such Vehicle);

Return. Unless Lessee has theretofore acquired the Project as provided herein, on the Lease Termination Date the Lessee shall have exercised its extension option or its purchase option pursuant to this Section 9, upon the expiration vacate and surrender possession of the Term of each Schedule, Project to the Lessor or to a Person specified by the Lessor to the Lessee shall return all (but in writing not less than all30 days prior to the Lease Termination Date (unless such Lease Termination Date results from a termination pursuant to Section 16, in which event no prior notice shall be required) . At the time of such surrender, the Project shall be free and clear of all Liens (other than Liens described in clauses (a) (excluding the rights and interests of the Lessee in the Transaction Documents), (b) (but only Persons whose interest in the Project do not terminate by reason of nondisturbance rights, if any, granted by the Lessor), (c), (d) (to the extent such Taxes are not due and payable), (g) (to the extent such Liens are fully bonded and discharged of record), and (h) of the Equipment described on definition of "Permitted Liens", provided, however, that in the event of any Permitted Lien under clause (d) (other than any Lien for Taxes not yet due and payable), (e) or (f) which is being contested by the Lessee, the Lessee may satisfy its obligations hereunder by causing the Title Insurer to provide affirmative insurance to the Lessor in form and substance reasonably acceptable to the Lessor regarding such SchedulePermitted Lien), broom clean in all areas and in the condition and state of repair required by Section 8(a)(i) . Simultaneously with such surrender, the Lessee shall deliver to the Lessor upon (or to such specified Person) the following terms and conditions: Lessee shall items: (i) pay to Lessor the extent in the possession or control of the Lessee or any Affiliate thereof (or should be in the possession or control of the Lessee or any Affiliate assuming compliance with the terms hereof, which means that the Lessee will not transfer any of these materials to a Person outside of the Lessee's control which would result in a failure of the Lessee to comply with this Section 5(i)): originals or complete copies, if the same are required to be left on the last day Project, of all transferable operating licenses, other licenses, certificates of occupancy, other certificates, permits, authorizations and approvals relating to the use and occupancy of the Term Project, (ii) to the extent in the possession or control of the Lessee or any Affiliate thereof (or should be in the possession or control of the Lessee or any such Affiliate assuming compliance with the terms hereof, which means that the Lessee will not transfer any of these materials to a Person outside of the Lessee's control which would result in a failure of the Lessee to comply with this Section 5(ii)): (x) plans and specifications for all mechanical, electrical and HVAC Systems pertaining to the Project, (y) as-built drawings, blueprints, operating and repair manuals, engineering logs and preventative maintenance records relating to the Project, and (z) plans and specifications for any Modifications whether made by Lessee or made by tenants at the Project and, with respect to those made by tenants, any consents of the Lessee related thereto, (iii) the current rent roll for the Project (listing each tenant which is not an Affiliate of the Lessee by name, and specifying with respect to each individual Schedulesuch tenant, 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 square footage of such Equipmenttenant's space, plus the Make Whole Amount or rental rate per square footage, the Break Amountrental rate per month, whichever is applicableany amount owed for special tenant services, parking charges, prepaid rent, if any, and security deposit, if any), together with (ii1) return the Equipment to Lessor in accordance with amount of any rent paid by any tenant at the provisions of Annex F attached Project to the applicable Schedule. ThereafterLessee or any Affiliate of the Lessee attributable to any period after the Lease Termination Date and (2) with respect to security deposits, upon return either (x) all security deposits then held by the Lessee or any Affiliate of the Lessee with respect to any such tenants or (y) an assignment of all of the Equipment described on Lessee's or 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 LessorAffiliate'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 rights with respect to such security deposits not theretofore rightfully applied and not so held, (iv) for all lessees and sublessees which are not Affiliates of the Equipment sold will Lessee, the originals (if available) or complete copies of all then existing leases (other than this Lease) and subleases of the Project (together with all amendments thereto) to which the Lessee or any Affiliate of the Lessee is a party or which shall be paid to, and held and applied by, Lessor as follows: Lessor shall promptly thereafter pay to in the possession or control of the Lessee an amount equal or any such Affiliate, (v) keys to the Residual Risk Amount (as specified Buildings and all locks located therein in the Schedule) possession or control of the Equipment Lessee or any Affiliate of the Lessee, and (less all reasonable costsvi) such other papers and documents which are in the possession or control of the Lessee or any Affiliate thereof which may be necessary for the ownership or the proper operation of the Buildings. In addition, expenses and fees, including storage, reasonable and necessary maintenance and other remarketing fees incurred in connection with such surrender, the sale, scrap, Lessee shall also use commercially reasonable efforts to assign to the Lessor (or disposition of such Equipmentspecified Person) plus (x) all net proceeds, if any, of such sale in excess then existing maintenance and management contracts relating to the Project with Persons other than Affiliates of the Residual Risk Amount Lessee, (y) all then existing warranties against dealers, manufacturers, vendors, contractors and subcontractors relating to the Project or any portion thereof not theretofore assigned to the Lessor, and (z) all then existing claims against dealers, manufacturers, vendors, contractors and subcontractors which are not Affiliates of the Equipment and applicable taxes, if anyLessee relating to the Project or any portion thereof not theretofore assigned to the Lessor. The obligations of the Lessee under this Section 5 shall survive the termination of the Lease.