Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may: (A) by written notice delivered to the Lessor and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may be, elect to terminate the Lease and purchase the Aircraft on July 2, 2009 or July 2, 2012, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or (B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof), elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or (C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 days prior to the end of any Renewal Term, elect to purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or (D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; (E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or (F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date for an amount specified in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the option under this Section 4.02(a)(F).
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Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 360 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2the Rent Payment Date falling on either January 15, 2009 2015 or July 2January 15, 20122020, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the IndentureAgreement; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 days nor less than 180 days (30 days if a Preliminary Notice shall have been previously given) prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease on January 15, 2018 and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) ("EBO Price") which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 360 days and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the each Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the each Owner Participant, not more than 180 360 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2the Rent Payment Date falling on either January 15, 2009 2016 or July 215, 20122019, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the IndentureAgreement; or
(B) by irrevocable written notice delivered to the Lessor and the each Owner Participant not more than 180 360 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the each Owner Participant not more than 180 360 days nor less than 180 days (30 days if a Preliminary Notice shall have been previously given) prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease on January 15, 2018 and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) ("EBO Price") which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, each Owner Participant and the Indenture Trustee not more than 360 days and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participants incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 2008 or July January 2, 2012, as the case may be, elect to terminate the Lease and purchase the Aircraft on July 2, 2009 2008 or July January 2, 2012, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof), elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 days prior to the end of any Renewal Term, elect to purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date for an amount specified in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 180 and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D) or 4.02(a)(E) hereof. Such notice shall be revocable by the Lessee upon written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date and such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D) or 4.02(a)(E) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) or (F) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, and (iii) no Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2(and only on) January 15, 2009 or July 2, 20122016, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 15 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 90 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount in immediately available funds equal to the Fair Market Value thereof on such date; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the last day of the Basic Term; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 90 days prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price in immediately available funds equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015the end of the Basic Term, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date the last day of the Basic Term for an the amount in immediately available funds specified in the Ancillary Agreement I II (the "EBO FPO Price") with respect to this Section 4.02(a)(F) which amount shall is not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(F).
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) or (F) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, and (iii) no Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on (and only on) July 215, 2009 or July 2, 20122014, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 15 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 90 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount in immediately available funds equal to the Fair Market Value thereof on such date; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the last day of the Basic Term; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 90 days prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price in immediately available funds equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015the end of the Basic Term, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date the last day of the Basic Term for an the amount in immediately available funds specified in the Ancillary Agreement I II (the "EBO FPO Price") with respect to this Section 4.02(a)(F) which amount shall is not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 180 and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D) or 4.02(a)(E) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D) or 4.02(a)(E) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and Aircraft, (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, and (iv) if the Lessee shall have elected to assume the Loan Certificates in accordance with Section 7.11 of the Participation Agreement, no Default or Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Owner Participant and the Owner ParticipantIndenture Trustee, not less than 30 days nor more than 180 nor less than 90 360 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the this Lease and purchase the Aircraft on July 2the Rent Payment Date falling on either January 15, 2009 2010 or July 2January 15, 20122013, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to, and subject to the Lessee satisfying the conditions set forth in, Section 7.11 of the Participation AgreementAgreement and Section 2.12 of the Indenture, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 10 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof), elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such dateday; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 days prior to the end of any Renewal Term, elect to purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and Lessor, the Owner Participant and the Indenture Trustee not less than 30 days nor more than 180 nor less than 90 360 days prior to January 215, 2015, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date for an amount specified in Ancillary Agreement I (the "EBO PriceAmount") with respect to this Section 4.02(a)(F) which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not less than 30 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 360 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2the Rent Payment Date falling on either January 15, 2009 2015 or July 215, 20122018, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the IndentureAgreement; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 days nor less than 180 days (30 days if a Preliminary Notice shall have been previously given) prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease on January 15, 2017 and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) ("EBO Price") which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 360 days and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, and (iii) if the Lessee shall have elected to assume the Certificates in accordance with Section 7.11 of the Participation Agreement, no Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor and the Owner Participant, not more than 180 nor 360 days and not less than 90 60 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Termination Date, elect to terminate the Lease and purchase the Aircraft on the Rent Payment Date falling on July 230, 2009 or July 2, 20122013, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or and the Termination Value on such date the applicable Termination Date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and under the other Operative Agreements and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of (I) the Termination Value for the Aircraft, computed as of the applicable Termination Date and (II) the Fair Market Value or of the Aircraft on the Termination Value on such date Date, over (B) the unpaid principal of the Certificates plus accrued interest as of such dateTermination Date. Such notice (which shall be revocable by the Lessee upon written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 90 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such dateday; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 90 days prior to the end of any Renewal Term, elect to purchase the Aircraft on the last first day of following such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an option to purchase for an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an option to purchase for an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date July 30, 2011 (the "EBO Date") for an amount specified therefor in the Ancillary Agreement I II (the "EBO Price") with respect to this Section 4.02(a)(F) and which amount shall is not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(F).
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) or (F) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, and (iii) no Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2(and only on) January 15, 2009 or July 2, 20122016, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 15 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 90 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount in immediately available funds equal to the Fair Market Value thereof on such date; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the last day of the Basic Term; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 90 days prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price in immediately available funds equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015the end of the Basic Term, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date the last day of the Basic Term for an the amount in immediately available funds specified in the Ancillary Agreement I II (the "EBO FPO Price") with respect to this Section 4.02(a)(F) which amount shall is not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 180 and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D) or 4.02(a)(E) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D) or 4.02(a)(E) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor and the Owner Participant, not more than 180 360 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on the Rent Payment Date falling on either July 215, 2009 2011 or July 2January 15, 20122014, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 days nor less than 180 days (30 days if a Preliminary Notice shall have been previously given) prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft on such date; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft on such date; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease on January 15, 2016 and purchase the Aircraft on such Rent Payment Date for an amount specified in Ancillary Agreement I (the "EBO Price") equal to the percentage of the Purchase Price set forth in Ancillary Agreement I with respect to this Section 4.02(a)(F) which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the option under this Section 4.02(a)(F).
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 360 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on the Rent Payment Date falling on either July 215, 2009 2016 or July 2January 15, 20122020, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the IndentureAgreement; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 days nor less than 180 days (30 days if a Preliminary Notice shall have been previously given) prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease on January 15, 2018 and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) ("EBO Price") which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 360 days and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) or (F) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, and (iii) no Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2(and only on) January 30, 2009 or July 2, 20122017, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 15 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 90 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount in immediately available funds equal to the Fair Market Value thereof on such date; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the last day of the Basic Term; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 90 days prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price in immediately available funds equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015the end of the Basic Term, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date the last day of the Basic Term for an the amount in immediately available funds specified in the Ancillary Agreement I II (the "EBO FPO Price") with respect to this Section 4.02(a)(F) which amount shall is not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 180 and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D) or 4.02(a)(E) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D) or 4.02(a)(E) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph paragraphs (B) below or, if a further Renewal Term is available, paragraph and (C) below) below or the applicable notice for each other paragraph below, as the case may be, and (iii) if the Lessee shall have elected to assume the Certificates in accordance with Section 7.11 of the Participation Agreement, no Default or Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 nor 360 days and not less than 90 45 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Termination Date, elect to terminate the Lease and purchase the Aircraft on the Rent Payment Date falling on either July 215, 2009 2011 or July 2January 15, 20122014, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or and the Termination Value on such date the applicable Termination Date or (2)(i) the assumption by the Lessee, pursuant to upon compliance with the provisions of Section 7.11 of the Participation AgreementAgreement and Section 2.12 of the Indenture, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and under the other Operative Agreements and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of (I) the Termination Value for the Aircraft, computed as of the applicable Termination Date and (II) the Fair Market Value or of the Aircraft on the Termination Value on such date Date, over (B) the unpaid principal of the Certificates plus accrued interest as of such dateTermination Date. Such notice (which shall be revocable by the Lessee upon written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such dateday; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 days prior to the end of any Renewal Term, elect to purchase the Aircraft on the last first day of following such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an option to purchase for an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(D); or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an option to purchase for an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(E); or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date January 15, 2016 (the "EBO Date") for an amount specified therefor in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) and which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal and Ancillary Agreement I of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(F).
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 360 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2the Rent Payment Date falling on either January 15, 2009 2016 or July 215, 20122019, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 Section7.11 of the Participation Agreement and Section 2.12 of the IndentureAgreement; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 days nor less than 180 days (30 days if a Preliminary Notice shall have been previously given) prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(ESection4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease on January 15, 2018 and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) ("EBO Price") which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 360 days and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 360 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on the Rent Payment Date falling on either July 215, 2009 2016 or July 215, 20122019, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the IndentureAgreement; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 days nor less than 180 days (30 days if a Preliminary Notice shall have been previously given) prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease on January 15, 2018 and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) ("EBO Price") which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 360 days and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2, 2009 2011 or July 2, 20122013, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof), elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 270 days nor less than 30 days prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January July 2, 2015, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 180 and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D) or 4.02(a)(E) hereof. Such notice shall be revocable by the Lessee upon written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date and such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D) or 4.02(a)(E) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) or (F) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, and (iii) no Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on (and only on) July 215, 2009 or July 2, 20122015, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 15 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 90 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount in immediately available funds equal to the Fair Market Value thereof on such date; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the last day of the Basic Term; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 90 days prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price in immediately available funds equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015the end of the Basic Term, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date the last day of the Basic Term for an the amount in immediately available funds specified in the Ancillary Agreement I II (the "EBO FPO Price") with respect to this Section 4.02(a)(F) which amount shall is not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 180 and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D) or 4.02(a)(E) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D) or 4.02(a)(E) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 360 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on the Rent Payment Date falling on either July 215, 2009 2013 or July 215, 20122019, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the IndentureAgreement; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 360 days nor less than 180 days (30 days if a Preliminary Notice shall have been previously given) prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015, elect to terminate this Lease on January 15, 2016 and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I (the "EBO Price") with respect to this Section 4.02(a)(F) ("EBO Price") which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 360 days and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D), 4.02(a)(E) or 4.02(a)(F) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
Appears in 1 contract
Election to Purchase. Provided that If (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing exists at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, the Lessee may:
(A) by written notice delivered to the Lessor Lessor, the Indenture Trustee and the Owner Participant, not more than 180 360 nor less than 90 30 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on the Rent Payment Date falling on either July 215, 2009 2012 or July 215, 20122014, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal amount of the Certificates outstanding plus accrued and unpaid interest as of actually assumed by the Lessee on such date. Such notice (which shall be revocable by the Lessee upon at least 30 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either either, in the case of clause (i), direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or or, in the case of clause (ii), state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the IndentureAgreement; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof), elect to purchase the Aircraft on the last day of the Basic Term for an amount equal to the Fair Market Value thereof on such date, provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of the Basic Term; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 270 days nor less than 30 days prior to the end of any Renewal TermTerm (or deemed given pursuant to the second sentence of Section 4.01(a) hereof), elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 30 days prior to January 2July 15, 20152016 (the "EBO Date"), elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date for an amount specified equal to the percentage of the Purchase Price set forth in Ancillary Agreement I with respect to this Section 4.02(a)(F) (the "EBO Price") with respect to this Section 4.02(a)(F) which amount shall not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value at the time of exercise of the option under this Section 4.02(a)(F).
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Election to Purchase. Provided that (i) this Lease has not otherwise expired or terminated, (ii) either no Event of Default shall have occurred and be continuing at the time of the notice provided below or, if an Event of Default occurs after such notice has been given, the Lessee shall have provided evidence reasonably satisfactory to the Lessor and the Owner Participant of its financial ability to purchase the Aircraft and (iii) the Lessee shall have previously given the Preliminary Notice under Section 4.01(a) hereof (in the case of paragraph (B) or (F) below or, if a further Renewal Term is available, paragraph (C) below) or the applicable notice for each other paragraph below, as the case may be, and (iii) no Event of Default shall have occurred and be continuing on the applicable Termination Date, the Lessee may:
(A) by written notice delivered to the Lessor and the Owner Participant, not more than 180 nor less than 90 days prior to July 2, 2009 or July 2, 2012, as the case may beapplicable Rent Payment Date, elect to terminate the Lease and purchase the Aircraft on July 2(and only on) January 30, 2009 or July 2, 20122015, for, at the Lessee's option, either (1) an amount in immediately available funds equal to the greater of the Fair Market Value or the Termination Value on such date or (2)(i) the assumption by the Lessee, pursuant to Section 7.11 of the Participation Agreement, of all of the obligations of the Lessor under the Indenture, the Certificates and Section 7.04 of the Participation Agreement and (ii) the payment to the Lessor of an amount in immediately available funds equal to the excess of (A) the greater of the Fair Market Value or the Termination Value on such date over (B) the unpaid principal of the Certificates plus accrued interest as of such date. Such notice (which shall be revocable by the Lessee upon at least 15 days' written notice no later than the Business Day prior to the date 15 days prior to the applicable Rent Payment Date) shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture; or
(B) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 30 90 days prior to the end of the Basic Term (or deemed given pursuant to the second sentence of Section 4.01(a) hereof)Term, elect to purchase the Aircraft on the last day of the Basic Term for an amount in immediately available funds equal to the Fair Market Value thereof on such date; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the last day of the Basic Term; or
(C) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 days nor less than 30 90 days prior to the end of any Renewal Term, elect to terminate the Lease and purchase the Aircraft on the last day of such Renewal Term at a price in immediately available funds equal to the Fair Market Value of the Aircraft on such day; provided, however, that the Lessee shall have paid all Rent due and payable under this Lease on or prior to the expiration of any such Renewal Term; or
(D) exercise the purchase option in this Section 4.02(a)(D) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(D) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market Value;Value of the Aircraft; or
(E) exercise the purchase option in this Section 4.02(a)(E) which is more particularly described in Schedule V hereto by reference to this Section 4.02(a)(E) and which shall be in an amount in immediately available funds not less than the greater of the amount specified in Schedule V hereto and the Fair Market ValueValue of the Aircraft; or
(F) by irrevocable written notice delivered to the Lessor and the Owner Participant not more than 180 nor less than 90 days prior to January 2, 2015the end of the Basic Term, elect to terminate this Lease and purchase the Aircraft on such Rent Payment Date the last day of the Basic Term for an the amount in immediately available funds specified in the Ancillary Agreement I II (the "EBO FPO Price") with respect to this Section 4.02(a)(F) which amount shall is not be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under this Section 4.02(a)(F). The Lessee shall give the Lessor, the Owner Participant and the Indenture Trustee not more than 180 and not less than 90 days' prior written notice of its election to purchase pursuant to Section 4.02(a)(D) or 4.02(a)(E) hereof. Such notice shall either direct the Lessor to prepay the Certificates in full on such Termination Date pursuant to Section 6.02 of the Indenture or state that the Lessee shall exercise its option to assume the Certificates pursuant to Section 7.11 of the Participation Agreement and Section 2.12 of the Indenture. In the event that the Lessee shall have given notice to purchase the Aircraft under Section 4.02(a)(A), 4.02(a)(D) or 4.02(a)(E) hereof and shall fail to make payment (and, if applicable, assume the Certificates) on the applicable Termination Date, the Lease shall continue and the Lessee shall pay to the Owner Trustee any losses, costs and expenses of the Owner Participant incurred in connection with such failure.
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