Common use of Voluntary Termination for Obsolescence Clause in Contracts

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Specified Default shall have occurred and be continuing, the Lessee shall have the right at its option five years or more after commencement of the Basic Term on at least 180 days', but not more than 365 days', prior written notice (which notice shall be irrevocable, except as provided below) to the Lessor, specifying a proposed date of termination which shall be a Termination Date, to terminate this Lease if the chief financial officer of the Lessee shall have certified in writing to the Lessor that the Aircraft shall have become obsolete or shall be surplus to the Lessee's equipment requirements. Subject to the Lessor's preemptive election under Section 14(c), during the period following the giving of such notice of termination until the Termination Date, the Lessee, as agent for the Lessor, shall endeavor to sell the Aircraft "as is", without any warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the Lessor. If Lessee receives any bid, it shall at least 10 Business Days prior to the proposed day of sale, certify to Lessor in writing the amount and terms of such bid, such proposed date of sale and the name and address of the potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 14(c), the Lessee may, by notice to the Lessor, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft by the potential buyer in which event such notice may be given at any time on or prior to the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. Withdrawal of notice of termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to give more than two such notices (excluding one notice of termination which has been withdrawn due to the cancellation of the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall duly transfer to such party title to any engines which are not Engines delivered with the Airframe in accordance with the terms of Section 12. The Lessor shall, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), simultaneously therewith sell and convey title to the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien of the Indenture. Upon the sale of the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 pursuant to this Section 14 and receipt by the Lessor of all amounts referred to in Section 14(b), the Lessor will transfer to the Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Owner Participant, the Noteholders and Indenture Trustee in connection with any termination or proposed termination of this Lease (including without limitation any Breakage Costs and, in the case of any proposed termination that fails to close and as to which the Indenture Trustee is not given at least three Business Day's notice of such failure, any costs of the Noteholders associated with the reestablishment of its funding and interest with hedging arrangements), except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the event the Lessor exercises its preemptive election under Section 14(c) and thereafter fails to perform its obligations under such Section.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Specified Default shall have occurred and be continuing, the Lessee shall have the right at its option five years or more after commencement of the Basic Term on at least 180 days', but not more than 365 days', prior written notice (which notice shall be irrevocable, except as provided below) to the LessorLessor and the Indenture Trustee, specifying a proposed date of termination which shall be a Termination Date, to terminate this Lease if the chief financial officer of the Lessee shall have certified in writing to the Lessor that the Aircraft shall have become obsolete or shall be surplus to the Lessee's equipment requirements. Subject to the Lessor's preemptive election under Section 14(c), during the period following the giving of such notice of termination until the Termination Date, the Lessee, as agent for the Lessor, shall endeavor to sell the Aircraft "as is", without any warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the Lessor. If Lessee receives any bid, it shall at least 10 Business Days prior to the proposed day of sale, certify to Lessor in writing the amount and terms of such bid, such proposed date of sale and the name and address of the potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 14(c), the Lessee may, by notice to the LessorLessor and the Indenture Trustee, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft by the potential buyer in which event such notice may be given at any time on or prior to the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. Withdrawal of notice of termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to give more than two such notices (excluding one notice of termination which has been withdrawn due to the cancellation of the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall duly transfer to such party title to any engines which are not Engines delivered with the Airframe in accordance with the terms of Section 12. The Lessor shall, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), simultaneously therewith sell and convey title to the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien of the Indenture. Upon the sale of the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 pursuant to this Section 14 and receipt by the Lessor of all amounts referred to in Section 14(b), the Lessor will transfer to the Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Owner Participant, the Noteholders and Indenture Trustee and each Noteholder in connection with any termination or proposed termination of this Lease (including without limitation any Breakage Costs and, in the case of any proposed termination that fails to close and as to which the Indenture Trustee is not given at least three Business Day's notice of such failure, any costs of the Noteholders associated with the reestablishment of its funding and interest with hedging arrangements), except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the event the Lessor exercises its preemptive election under Section 14(c) and thereafter fails to perform its obligations under such Section.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Specified Default shall have occurred and be continuing, the Lessee shall have the right at its option five years or more after commencement of the Basic Term on at least 180 days', but not more than 365 days', prior written notice (which notice shall be irrevocable, except as provided below) to the Lessor, specifying a proposed date of termination which shall be a Termination Date, to terminate this Lease if the chief financial officer of the Lessee shall have certified in writing to the Lessor that the Aircraft shall have become obsolete or shall be surplus to the Lessee's equipment requirements. Subject to the Lessor's preemptive election under Section 14(c), during the period following the giving of such notice of termination until the Termination Date, the Lessee, as agent for the Lessor and at no cost or expense to Lessor, shall endeavor to sell the Aircraft "as is", without any recourse to or representation or warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the Lessor. If Lessee receives any bid, it shall at least 10 Business Days prior to the proposed day of sale, certify to Lessor in writing the amount and terms of such bid, such proposed date of sale and the name and address of the potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 14(c), the Lessee may, by notice to the Lessor, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft by the potential buyer in which event such notice may be given at any time on or prior to the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. Withdrawal of notice of termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to give more than two such notices (excluding one notice of termination which has been withdrawn due to the cancellation of the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall duly transfer to such party title to any engines which are not Engines delivered with the Airframe in accordance with the terms of Section 12. The Lessor shall, in "as-is, where-is" condition, without representation, recourse or warranty (except a warranty as to the absence of Lessor's Liens), simultaneously therewith sell and convey title to the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien of the Indentureparty. Upon the sale of the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 pursuant to this Section 14 and receipt by the Lessor of all amounts referred to in Section 14(b), the Lessor will transfer to the Lessee, in "as-is, where-is" condition, without representation, recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Owner Participant, the Noteholders and Indenture Trustee Lessor in connection with any termination or proposed termination of this Lease (including without limitation any Breakage Costs and, in the case of any proposed termination that fails to close and as to which the Indenture Trustee is not given at least three Business Day's notice of such failure, any costs of the Noteholders associated with the reestablishment of its funding and interest with hedging arrangements), except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the event the Lessor exercises its preemptive election under Section 14(c) and thereafter fails to perform its obligations under such Section.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Specified Event of Default shall have occurred and be continuingcontinuing hereunder, the Lessee Obligor shall have the right at its option five years or more after commencement of on any Payment Date during the Basic Term or any Renewal Term, on at least 180 ninety (90) days', but not more than 365 days', ' prior written notice to and with the prior written consent of Obligee (which notice shall not to be irrevocable, except as provided below) to the Lessor, specifying a proposed date of termination which shall be a Termination Dateunreasonably withheld), to terminate this Lease if the Equipment Agreement with respect to any Item of Equipment then subject to this Agreement if, in Obligor's good faith opinion, as evidenced by a certificate of its President, treasurer or chief financial officer of the Lessee shall have certified in writing to the Lessor that the Aircraft officer, such Item shall have become obsolete no longer useful, or shall surplus, to Obligor in its business, with such termination to be surplus to effective on the Lessee's equipment requirementsPayment Date specified in such notice (for purposes of this Section 33, called the "termination date"). Subject to the Lessor's preemptive election under Section 14(c), during During the period following from the giving of such notice of termination until the Termination Datedate thirty (30) days prior to the termination date, the LesseeObligor, as agent for the LessorObligee, shall endeavor use its reasonable efforts (but no less effort than used to sell equipment Obligor owns itself) to secure the Aircraft "as is", without any warranty by highest obtainable bids for the Lessor or purchase of Obligee's interest in such Item and in the Lessee except as to the Lessor's title, on behalf of the Lessor. If Lessee event it receives any bidbid during such period, it Obligor shall at least 10 Business Days prior to the proposed day of sale, promptly certify to Lessor Obligee in writing the amount and terms of such bid, such proposed date of sale bid and the name and address of the potential buyer party submitting such bid. On the termination date (but in no event prior to Obligee's receipt of the amounts specified in the next succeeding sentence), Obligor shall deliver possession of such Item to the bidder, if any, which shall not have submitted the highest bid during such period, and Obligee shall, without recourse or warranty, simultaneously therewith transfer its interest in such Item on an "as-is", "where-is" basis for cash to such bidder. The total transfer price realized at such sale shall be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for paid to and retained by Obligee and, in addition, on the future purchase, lease, operation or use termination date Obligor shall pay to Obligee the sum of the Aircraft). Lessor may also solicit bids directly or amounts specified in sub-clauses (i) through agents other than Lessee. So long as (v): (i) the Lessor has not exercised its preemptive election under Section 14(c)Basic Payment due and payable for such Item on the termination date, the Lessee may, by notice to the Lessor, withdraw its notice of termination at any time on or before the date 10 days plus (ii) all accrued and unpaid Basic Payments owing for such Item for all Payment Periods prior to the proposed Termination Date Payment Period for which the Basic Payment specified in the preceding sub-clause (unless such withdrawal i) is due to payable, plus (iii) the cancellation excess, if any, of the proposed purchase Termination Value of such Item as of the Aircraft Payment Date coincident with the termination date, over the aggregate proceeds of sale of Obligee's interest in such Item, after deducting from such proceeds of sale the expenses incurred by the potential buyer Obligee in which event connection with such notice may be given at sale, plus (iv) any time sales or excise taxes on or prior to measured by such sale, plus (v) all accrued and unpaid Supplemental Payments owing by Obligor as of the proposed Termination Date)termination date, and thereupon including a Reinvestment Premium for such Item determined as of such termination date. Neither Obligor nor any person, firm or corporation, affiliated with Obligor, may purchase the Equipment, or after any such sale, lease or otherwise utilize the Equipment. If no sale shall have occurred 38 39 on or as of the termination date, this Lease Equipment Agreement (including the provisions of this Section 33) shall continue in full force and effect. Withdrawal of notice of termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to give more than two such notices (excluding one notice of termination which has been withdrawn due effect with respect to the cancellation Equipment. In the event of the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or any such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full receipt by Obligee of the amounts described above, and upon compliance by Obligor with the provisions of this Section 33, the obligations of Obligor to make Basic Payments hereunder with respect to each item of Equipment so sold shall cease for any Payment Period that commences on or after the termination date and the Term with respect to each such Item of Equipment shall end effective as of the termination date. Obligee may, but shall be under no duty to, solicit bids, inquire into the efforts of Obligor to obtain bids or otherwise take any action in connection with any such sale other than the duty to transfer to the purchaser named in the highest bid certified by Obligor to Obligee, without recourse or warranty, on an "as-is", "where-is" basis, all of Obligee's interest in and to the Equipment so sold against receipt by Obligee of the payments provided for herein. Anything herein to the contrary notwithstanding, if Obligor shall exercise its said right to termination as provided in this Section 14(b)33, Obligee may, in its sole discretion, elect to receive delivery of all of the Equipment subject to said notice by giving Obligor written notice to such effect within thirty (30) days following Obligee's receipt of the written notice from Obligor hereinabove provided, in which event (a) no sale shall occur pursuant to this Section 33, (b) Obligor shall deliver the Airframe and Engines or engines installed thereon Equipment to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall duly transfer to such party title to any engines which are not Engines delivered with the Airframe Obligee in accordance with the terms provisions of Section 12. The Lessor shall, in "as-is, where-is" condition, without recourse or warranty 6 hereof and shall continue to make Basic Payments for the Equipment on each Payment Date to and inclusive of (except a warranty as to the absence of Lessor's Liens), simultaneously therewith sell and convey title to the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien Term of the Indenture. Upon Equipment shall terminate on) the sale of Payment Date next following the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 pursuant to this Section 14 and receipt by the Lessor of all amounts referred to in Section 14(b), the Lessor will transfer to the Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but date on which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Owner Participant, the Noteholders and Indenture Trustee in connection with any termination or proposed termination of this Lease (including without limitation any Breakage Costs and, in the case of any proposed termination that fails to close and as to which the Indenture Trustee is not given at least three Business Day's notice of such failure, any costs of the Noteholders associated with the reestablishment of its funding and interest with hedging arrangements), except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the event the Lessor exercises its preemptive election under Section 14(c) and thereafter fails to perform its obligations under such Sectiondelivery occurs.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Specified Event of --------------------------------------- Default shall have occurred and be continuingcontinuing hereunder, the Lessee Obligor shall have the right at its option five years or more after commencement of on any Payment Date during the Basic Term or any Renewal Term, on at least 180 ninety (90) days', but not more than 365 days', prior written notice to and with the prior written consent of Obligee (which notice shall not to be irrevocable, except as provided below) to the Lessor, specifying a proposed date of termination which shall be a Termination Dateunreasonably withheld), to terminate this Lease if the Equipment Agreement with respect to any Item of Equipment then subject to this Agreement if, in Obligor's good faith opinion, as evidenced by a certificate of its President, treasurer or chief financial officer of the Lessee shall have certified in writing to the Lessor that the Aircraft officer, such Item shall have become obsolete no longer useful, or shall surplus, to Obligor in its business, with such termination to be surplus to effective on the Lessee's equipment requirementsPayment Date specified in such notice (for purposes of this Section 33, called the "termination date"). Subject to the Lessor's preemptive election under Section 14(c), during During the period following from the giving of such notice of termination until the Termination Datedate thirty (30) days prior to the termination date, the LesseeObligor, as agent for the LessorObligee, shall endeavor use its reasonable efforts (but no less effort than used to sell equipment Obligor owns itself) to secure the Aircraft "as is", without any warranty by highest obtainable bids for the Lessor or purchase of Obligee's interest in such Item and in the Lessee except as to the Lessor's title, on behalf of the Lessor. If Lessee event it receives any bidbid during such period, it Obligor shall at least 10 Business Days prior to the proposed day of sale, promptly certify to Lessor Obligee in writing the amount and terms of such bid, such proposed date of sale bid and the name and address of the potential buyer party submitting such bid on the termination date (but in no event prior to Obligee's receipt of the amounts specified in the next succeeding sentence), Obligor shall deliver possession of such Item to the bidder, if any, which shall not have submitted the highest bid during such period, and Obligee shall, without recourse or warranty, simultaneously therewith transfer its interest in such Item on an "as-is", "where-is" basis for cash to such bidder. The total transfer price realized at such sale shall be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for paid to and retained by Obligee and, in addition, on the future purchase, lease, operation or use termination date Obligor shall pay to Obligee the sum of the Aircraft). Lessor may also solicit bids directly or amounts specified in sub-clauses (i) through agents other than Lessee. So long as (v): (i) the Lessor has not exercised its preemptive election under Section 14(c)Payments due and payable for such Item on the termination date, the Lessee may, by notice to the Lessor, withdraw its notice of termination at any time on or before the date 10 days plus (ii) all accrued and unpaid Payments owing for such Item for all Payment Periods prior to the proposed Termination Date Payment Period for which the Payments specified in the preceding sub-clause (unless such withdrawal i) is due to payable, plus (iii) the cancellation excess, if any, of the proposed purchase Termination Value of such Item as of the Aircraft Payment Date coincident with the termination date, over the aggregate proceeds of sale of Obligee's interest in such Item, after deducting from such proceeds of sale the expenses incurred by the potential buyer Obligee in which event connection with such notice may be given at sale, plus (iv) any time sales or excise taxes on or prior to measured by such sale, plus (v) all accrued and unpaid Supplemental Payments owing by Obligor as of the proposed Termination Date)termination date, and thereupon including a Reinvestment Premium for such Item determined as of such termination date. Neither Obligor nor any person, firm or corporation, affiliated with Obligor, may purchase the Equipment, or after any such sale, lease or otherwise utilize the Equipment. If no sale shall have occurred on or as of the termination date this Lease Equipment Agreement (including the provisions of this Section 33 shall continue in full force and effect. Withdrawal of notice of termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to give more than two such notices (excluding one notice of termination which has been withdrawn due effect with respect to the cancellation Equipment. In the event of the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or any such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full receipt by Obligee of the amounts described above, and upon compliance by Obligor with the provisions of this Section 33, the obligations of Obligor to make Payments hereunder with respect to each item of Equipment so sold shall cease for any Payment Period that commences on or after the termination date and the Term with respect to each such Item of Equipment shall end effective as of the termination date. Obligee may, but shall be under no duty to, solicit bids, inquire into the efforts of Obligor to obtain bids or otherwise take any action in connection with any such sale other than the duty to transfer to the purchaser named in the highest bid certified by Obligor to Obligee, without recourse or warranty, on an "as-is", "where-is" basis, all of Obligee's interest in and to the Equipment so sold against receipt by Obligee of the payments provided for herein. Anything herein to the contrary notwithstanding, if Obligor shall exercise its said right to termination as provided in this Section 14(b)33, Obligee may, in its sole discretion, elect to receive delivery of all of the Equipment subject to said notice by giving Obligor written notice to such effect within thirty (30) days following Obligee's receipt of the written notice from Obligor hereinabove provided, in which event (a) no sale shall occur pursuant to this Section 33, (b) Obligor shall deliver the Airframe and Engines or engines installed thereon Equipment to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall duly transfer to such party title to any engines which are not Engines delivered with the Airframe Obligee in accordance with the terms provisions of Section 12. The Lessor shall, in "as-is, where-is" condition, without recourse or warranty 6 hereof and shall continue to make Payments for the Equipment on each Payment Date to and inclusive of (except a warranty as to the absence of Lessor's Liens), simultaneously therewith sell and convey title to the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien Term of the Indenture. Upon Equipment shall terminate on) the sale of Payment Date next following the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 pursuant to this Section 14 and receipt by the Lessor of all amounts referred to in Section 14(b), the Lessor will transfer to the Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but date on which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Owner Participant, the Noteholders and Indenture Trustee in connection with any termination or proposed termination of this Lease (including without limitation any Breakage Costs and, in the case of any proposed termination that fails to close and as to which the Indenture Trustee is not given at least three Business Day's notice of such failure, any costs of the Noteholders associated with the reestablishment of its funding and interest with hedging arrangements), except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the event the Lessor exercises its preemptive election under Section 14(c) and thereafter fails to perform its obligations under such Sectiondelivery occurs.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Specified Default shall have occurred and be continuing, the Lessee shall have the right at its option five years or more after commencement of the Basic Term on at least 180 120 days', but not more than 365 days', ' prior written notice (which notice shall be irrevocable, except as provided below) to the Lessor, specifying a proposed date of termination which shall be a Termination Date, to terminate this Lease if the chief financial officer of the Lessee shall have certified in writing to the Lessor that the Aircraft shall have become obsolete or shall be surplus to the Lessee's equipment requirements. Subject to the Lessor's preemptive election under Section 14(c), during the period following the giving of such notice of termination until the Termination Date, the Lessee, as agent for the Lessor, shall endeavor use commercially reasonably efforts to sell the Aircraft "as is", without any warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the Lessor. If Lessee receives any bid, it shall at least 10 Business Days prior to the proposed day of sale, certify to Lessor in writing the amount and terms of such bid, such proposed date of sale and the name and address of the potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 14(c), the Lessee may, by notice to the Lessor, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft by the potential buyer in which event such notice may be given at any time on or prior to the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. Withdrawal of notice of termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to give more than two such notices of termination (excluding one notice of termination which has been withdrawn due to the cancellation of the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall duly transfer to such party title to any engines which are not Engines delivered with the Airframe in accordance with the terms of Section 12. The Lessor shall, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), simultaneously therewith sell and convey title to the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien of the Indentureparty. Upon the sale of the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 pursuant to this Section 14 and receipt by the Lessor of all amounts referred to in Section 14(b), the Lessor will transfer to the Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Lessor and Owner Participant, the Noteholders and Indenture Trustee Participant in connection with any termination or proposed termination of this Lease (including without limitation any Breakage Costs and, in the case of any proposed termination that fails to close and as to which the Indenture Trustee is not given at least three Business Day's notice of such failure, any costs of the Noteholders associated with the reestablishment of its funding and interest with hedging arrangements), except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the event the Lessor exercises its preemptive election under Section 14(c) and thereafter fails to perform its obligations under such Section.

Voluntary Termination for Obsolescence. (a) Termination by Sale of Aircraft. ------------------------------- So long as no Specified Default shall have occurred and be continuing, during the Basic Term the Lessee shall have the right at its option five years or more after commencement of the Basic Term on at least 180 days', but not more than 365 days', prior written notice (which notice shall be irrevocable, except as provided below) to the LessorLessor and the Indenture Trustee, specifying a proposed date of termination which shall be a Termination DateDate during the Basic Term, to terminate this Lease if the chief financial officer of the Lessee shall have certified in writing to the Lessor that the Aircraft shall have become obsolete or shall be surplus to the Lessee's equipment requirements. Subject to the Lessor's preemptive election under Section 14(c), during the period following the giving of such notice of termination until the Termination Date, the Lessee, as agent for the Lessor, shall endeavor to sell the Aircraft "as is", without any warranty by the Lessor or the Lessee except as to the Lessor's title, on behalf of the Lessor. If Lessee receives any bid, it shall at least 10 Business Days prior to the proposed day of sale, certify to Lessor in writing the amount and terms of such bid, such proposed date of sale and the name and address of the potential buyer (which shall not be Lessee or any Affiliate or any Person with whom Lessee or any Affiliate has any arrangement or understanding for the future purchase, lease, operation or use of the Aircraft). Lessor may also solicit bids directly or through agents other than Lessee. So long as the Lessor has not exercised its preemptive election under Section 14(c), the Lessee may, by notice to the LessorLessor and the Indenture Trustee, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft by the potential buyer in which event such notice may be given at any time on or prior to the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. Withdrawal of notice of termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein; provided that Lessee shall not be entitled to give more than two such notices (excluding one notice of termination which has been withdrawn due to the cancellation of the proposed purchase of the Aircraft by the potential buyer). Unless the Lessee shall withdraw its notice of termination as stated above or the Lessor shall have made a preemptive election to take possession of the Aircraft in accordance with Section 14(c), on the -43- Termination Date, or such other date of sale as shall be consented to in writing by the Lessor and the Lessee, which date shall thereafter be deemed the Termination Date, the Lessee shall, upon payment in full of the amounts described in Section 14(b), deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date submitted the highest bona fide cash bid to close such sale and purchase of the same, in the same manner as if delivery were being made to the Lessor pursuant to Section 12, and shall duly transfer to such party title to any engines which are not Engines delivered with the Airframe in accordance with the terms of Section 12. The Lessor shall, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), simultaneously therewith sell and convey title to the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 for cash to such party and request that the Indenture Trustee release the Aircraft from the Lien of the Indenture. Upon the sale of the Airframe and the Engines or engines conveyed to the Lessor as provided in Section 12 pursuant to this Section 14 and receipt by the Lessor of all amounts referred to in Section 14(b), the Lessor will transfer to the Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of the Lessor in and to any Engines constituting part of the Aircraft but which were not delivered to the purchaser with the Airframe. The Lessee shall pay all out of pocket expenses of the Lessor, Owner Participant, the Noteholders Participant and Indenture Trustee in connection with any termination or proposed termination of this Lease (including without limitation any Breakage Costs and, in the case of any proposed termination that fails to close and as to which the Indenture Trustee is not given at least three Business Day's notice of such failure, any costs of the Noteholders associated with the reestablishment of its funding and interest with hedging arrangements), except that Lessee shall not be responsible for such expenses of the Lessor or the Owner Participant in the event the Lessor exercises its preemptive election under Section 14(c) and thereafter fails to perform its obligations under such Section.