Common use of Adjustments upon Payment by Lessor of Transaction Costs, Etc Clause in Contracts

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .365% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .625% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00, 0000, (x) x xefinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, (e) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value and Termination Value is required by the terms of the Tax Indemnity Agreement, or (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (c), prior to Auguxx 00, 0000, (xx) xx the case of a recalculation pursuant to clause (b) on or prior to the second rent payment date following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (e), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b).

Appears in 2 contracts

Samples: Sale and Lease Agreement (Southwest Airlines Co), Sale and Lease Agreement (Southwest Airlines Co)

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Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .3650.362338% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .6250.62992% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00, 0000, (x) x xefinancing a refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, or (ed) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value, Termination Value and Termination Value the Special Purchase Price is required by the terms of the Tax Indemnity Agreement, or (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (cb), on or prior to Auguxx 00July 13, 00001996, (xxii) xx in the case of a recalculation pursuant to clause (b) on or c), prior to the second rent payment date following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (ed), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b)."

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .365% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .625% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00July 6, 00001995, (xd) x xefinancing a refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, (e) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value and Termination Value is required by the terms of the Tax Indemnity AgreementAgreement (including at Lessee's election pursuant to Section 16 thereof), or (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (c), prior to Auguxx 00July 6, 00001996, (xxii) xx in the case of a recalculation pursuant to clause (b) on or prior to the second rent payment date following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iviii) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (e), or (viv) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b).

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .365.327156% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .625.641933% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00June 3, 00001996, (xd) x xefinancing a refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, or (e) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value and Termination Value is required by the terms of the Tax Indemnity Agreement, or Agreement (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing including at Lessee's election pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date16 thereof), then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (c), prior to Auguxx 00July 1, 00001997, (xxii) xx in the case of a recalculation pursuant to clause (b) on or prior to the second rent payment date following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, or (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (e), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b).

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .3650.365% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .6250.625% of Lessor's Cost, or no such refinancing or refunding shall occur within two years of the Delivery Date, (c) the Delivery Date is not Auguxx 00Aprix 0, 0000, (x) x xefinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, (e) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value, Termination Value and Termination Value the Special Purchase Price is required by the terms of the Tax Indemnity Agreement, or (f) the interest portion of the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, Date and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in SALE AND LEASE AGREEMENT [N396SW] -16- 23 Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (c), prior to Auguxx 00Aprix 0, 0000, (xx) xx the case of a recalculation pursuant to clause (b) ), on or prior to the later of April 3, 1997 and the second rent payment date Rent Payment Date next following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following (by at least five Business Days) the event described in clause (e), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b).

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .3650.361787% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .6250.623295% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00, 0000, (x) x xefinancing a refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, or (ed) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value, Termination Value and Termination Value the Special Purchase Price is required by the terms of the Tax Indemnity Agreement, or (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (cb), on or prior to Auguxx 00July 13, 00001996, (xxii) xx in the case of a recalculation pursuant to clause (b) on or c), prior to the second rent payment date following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (ed), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b)."

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .3650.354142% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .6250.623076% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00, 0000, (x) x xefinancing a refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, or (ed) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value, Termination Value and Termination Value the Special Purchase Price is required by the terms of the Tax Indemnity Agreement, or (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (cb), on or prior to Auguxx 00October 4, 00001996, (xxii) xx in the case of a recalculation pursuant to clause (b) on or c), prior to the second rent payment date following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following (by at least five Business Days) the event described in clause (ed), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the SALE AND LEASE AMENDMENT [N397SW] -5- 7 Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b)."

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

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Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .3650.365% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .6250.625% of Lessor's Cost, or no such refinancing or refunding shall occur within two years of the Delivery Date, (c) the Delivery Date is not Auguxx 00Aprix 0, 0000, (x) x xefinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, (e) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value, Termination Value and Termination Value the Special Purchase Price is required by the terms of the Tax Indemnity Agreement, or (f) the interest portion of the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, Date and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (c), prior to Auguxx 00, 0000, (xx) xx the case of a recalculation pursuant to clause (b) on or prior to the second rent payment date following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (e), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b).in

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .3650.386568% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .6250.623122% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00, 0000, (x) x xefinancing a refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, or (ed) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value, Termination Value and Termination Value the Special Purchase Price is required by the terms of the Tax Indemnity Agreement, or (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (c), on or prior to Auguxx 00, 0000, (xx) xx the case of a recalculation pursuant to clause (b) ), on or prior to the second rent payment date Rent Payment Date following the relevant Section 18 Refinancing Date, (iii) in the case of a recalculation pursuant to clause (c), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iiiiv) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (ed), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b)."

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .3650.332897% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .6250.643305% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00, 0000, (x) x xefinancing a refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, or (ed) any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value, Termination Value and Termination Value the Special Purchase Price is required by the terms of the Tax Indemnity Agreement, or (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (cb), on or prior to Auguxx 00January 2, 0000, 1999 (xxii) xx in the case of a recalculation pursuant to clause (b) on or c), prior to the second rent payment date following the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iii) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (ed), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b)."

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

Adjustments upon Payment by Lessor of Transaction Costs, Etc. If (a) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the closing of this transaction on the Delivery Date are equal to an amount which is other than .3650.387295% of Lessor's Cost, (b) the Transaction Costs referred to in Section 16(a) of the Participation Agreement paid by Owner Participant in connection with the initial refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement are equal to an amount which is other than .6250.629952% of Lessor's Cost, (c) the Delivery Date is not Auguxx 00, 0000, (x) x xefinancing a refinancing or refunding of the Certificates pursuant to Section 17 or 18 of the Participation Agreement occurs, or (ed) any recalculation of Interim Rent, SALE AND LEASE AMENDMENT [N605SW] -5- 7 Basic Rent, Stipulated Loss Value, Termination Value and Termination Value the Special Purchase Price is required by the terms of the Tax Indemnity Agreement, or (f) the Deferred Equity Amount is not equal to the Assumed Interest Amount with respect to the Deferred Equity Date, and there shall not have occurred a refunding or refinancing pursuant to Section 17 or 18 of the Participation Agreement prior to the first Rent Payment Date, then in each case, the Interim Rent and Basic Rent percentages set forth in Exhibit C, the Stipulated Loss Value percentages set forth in Exhibit B-1 and the Termination Value percentages set forth in Exhibit B-2 shall be recalculated by Owner Participant (i) in the case of a recalculation pursuant to clause (a) or (c), on or prior to Auguxx 00, 0000, (xx) xx the case of a recalculation pursuant to clause (b) ), on or prior to the second rent payment date Rent Payment Date following the relevant Section 18 Refinancing Date, (iii) in the case of a recalculation pursuant to clause (c), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iiiiv) in the case of a recalculation pursuant to clause (d), prior to the relevant Refinancing Date or Section 18 Refinancing Date, as the case may be, (iv) in the case of a recalculation pursuant to clause (e), prior to the Rent Payment Date next following the event described in clause (ed), or (v) in the case of a recalculation pursuant to clause (f), prior to the first Rent Payment Date, in each case in order to: (A) maintain Net Economic Return and (B) minimize the Net Present Value of Rents to the extent possible consistent with clause (A). In addition, in the event of an adjustment pursuant to this Section 3.7, the Special Purchase Price (including any installments thereof) shall be recalculated in accordance with the terms of Section 18.2(b)."

Appears in 1 contract

Samples: Sale and Lease Agreement (Southwest Airlines Co)

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