Common use of Option to Purchase Equipment Notes Clause in Contracts

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.12, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holderHolder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s Holder's obligations under the Participation Refunding Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Refunding Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)Holder thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of DefaultDefault (and there is no Indenture Trustee Event), the purchase price thereof shall equal the price provided in the Trust Indenture 44 - 39 - preceding sentence plus the Make-Whole Amount, if any; provided further, that under no circumstances shall the Make-Whole Amount be payable by the Lessee. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeIndenture Trustee, which notice shall specify a date for such purchase within not more than 30 days or less than 15 days of after the date of such notice. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, taxes and charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided PROVIDED that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall promptly send a copy of such notice to each Note Holder. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided PROVIDED that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 30 days of the date of such notice. The Mortgagee shall promptly send a copy of such notice to each Note Holder. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of time that an exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the sixteenth day following the giving of written notice as provided above. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.14, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Trust Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Participation Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided provided, that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 one hundred twenty (120) days a Lease Event of DefaultDefault and there is no Indenture Trustee Event, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeIndenture Trustee, which notice (i) shall specify a date for such purchase within 15 not more than thirty (30) days of or less than fifteen (15) days after the date of such noticenotice and (ii) may specify that its election of such option is contingent upon the trustee or the debtor-in-possession in a proceeding involving Lessee under Chapter 11 of the Bankruptcy Code not entering into an agreement during the Section 1110 Period to perform the Lease. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable (subject to the provision in clause (ii) of the first sentence of this paragraph) upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.12, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holderHolder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s Holder's obligations under the Participation Refunding Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Refunding Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)Holder thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of DefaultDefault (and there is no Indenture Trustee Event), the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any; provided further, that under no circumstances shall the Make-Whole Amount be payable by the Lessee. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable Trust Indenture 47 - 42 - written notice of its election of such option to the MortgageeIndenture Trustee, which notice shall specify a date for such purchase within not more than 30 days or less than 15 days of after the date of such notice. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, taxes and charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.14, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Trust Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Participation Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided provided, that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 one hundred eighty (180) days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeIndenture Trustee, which notice (i) shall specify a date for such purchase within 15 not more than thirty (30) days of or less than fifteen (15) days after the date of such noticenotice and (ii) may specify that its election of such option is contingent upon the trustee or the debtor-in-possession in a proceeding involving Lessee under Chapter 11 of the Bankruptcy Code not entering into an agreement during the Section 1110 Period to perform the Lease. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable (subject to the provision in clause (ii) of the first sentence of this paragraph) upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.12, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holderHolder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s Holder's obligations under the Participation Refunding Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Refunding Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)Holder thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of DefaultDefault (and there is no Indenture Trustee Event), the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any; provided further, that under no circumstances shall the Make-Whole Amount be payable by the Lessee. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable Trust Indenture written notice of its election of such option to the MortgageeIndenture Trustee, which notice shall specify a date for such purchase within not more than 30 days or less than 15 days of after the date of such notice. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, taxes and charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided PROVIDED that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either Owner Trustee and the or Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13(ss.) 2.14, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Collateral, this Mortgage and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. 2002 EETC - Mortgage (LL) (11) 20 Mortgage N__TZ Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, to but not including, including the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Participation Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee Event or (yii) in the event there shall have occurred and be continuing if a Lease Event of Default exists or (ziii) upon either the Equipment Notes becoming due and payable pursuant to Section (ss.) 4.04(b) hereof or the Mortgagee Loan Trustee taking action or notifying the Owner Trustee or the Owner Participant that it intends to take action to foreclose the Lien of this Trust Indenture Mortgage or otherwise commence the exercise of any significant remedy remedies under this Trust Indenture Mortgage or the Lease, provided provided, that if such option is exercised pursuant to clause (yii) at a time when there shall have occurred and be continuing a Lease Event of Default has existed for less than 120 days a Lease Event of Defaultdays, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its irrevocable election of such option to the MortgageeLoan Trustee, which notice shall specify a date for such purchase within not more than 30 days or less than 15 days of after the date of such notice. The Mortgagee Loan Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of the giving exercise by Owner Participant of such notice option is given until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The In the event that (i) at any ---------------------------------- time one or more Lease Events of Default shall have occurred and any such Lease Event of Default shall have continued for a period of 180 days or more during which time the Equipment Notes could, but shall not, have been accelerated pursuant to Section 4.02, (ii) the Equipment Notes shall have been accelerated pursuant to Section 4.02 or (iii) the Indenture Trustee, as assignee hereunder of the Lease, shall have declared the Lease to be in default and shall have commenced the exercise of any additional remedy in respect of the Units under the Lease, then and in any such case, upon 30 days' notice (which notice shall be irrevocable) from the Owner Trustee and to the Owner Participant mayIndenture Trustee designating a date of purchase (the "Purchase Date") which shall be a Determination Date, each ------------- holder of an Equipment Note will be obligated to, upon the events and subject to receipt by the terms Indenture Trustee from the Owner Trustee or its nominee of an amount equal to the aggregate unpaid principal amount of all Equipment Notes, together with accrued interest thereon to the Purchase Date, plus all other sums then due and conditions and for the price set forth in this Section 2.13, purchase all but not less than all payable to such holder of the an Equipment Notes outstanding Note hereunder, and each Note Holder agrees that it willbut without any Make- Whole Amount or other premium, upon such events and subject to such terms and conditions and upon receipt of such price, forthwith sell, assign, transfer and convey to such purchaser the Owner Trustee or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), the Purchase Date all of the right, title and interest of such Note Holder holder in and to the Equipment Notes then held by itsuch holder, and such purchaser the Owner Trustee or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement Agreement; provided that the Owner Trustee -------- or its nominee must purchase all and hereunder. Such option to purchase not less than all of the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any then outstanding. During such event the purchase price thereof shall equal for each Equipment Note30-day notice period, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Indenture Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the rights, remedies hereunder andor powers pursuant to Section 15 of the Lease or this Article IV, without so long as the consent Owner Participant (or any nominee of the Owner Participant reasonably acceptable to the Indenture Trustee) has notified the Indenture Trustee that the notice so provided by the Owner Trustee or its nominee pursuant to this Section 4.04(b) constitutes the binding obligation of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as to purchase the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner ParticipantNotes.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of after any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, to the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon at any time after a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to 833 34 this clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus (subject to Section 4.04(b) hereof) the Make-Whole Amount, if any, [provided further that if such option is exercised pursuant to this clause (y) at any time when there shall have occurred and be continuing a Lease Event of Default only under Section 14.8 of the Lease (in which event the option to purchase the Equipment Notes pursuant to this Section 2.13 may not be exercised for 60 days after the date of notice by the Loan Trustee of such Lease Event of Default to the Note Holders), the purchase price thereof shall equal the price provided in the preceding sentence plus (subject to Section 4.04(b) hereof) the Make-Whole Amount, if any]. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeLoan Trustee, which notice shall specify a date for such purchase within 15 30 days of the date of such notice. The Mortgagee Loan Trustee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of time that an exercise by the giving Owner Trustee or the Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the sixteenth day following the giving of written notice as provided above. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.. 834 35

Option to Purchase Equipment Notes. The Either Owner Trustee and the or Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.19, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder Noteholder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder Noteholder in and to the Indenture Estate, this Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations arising subsequent to such sale under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Amount principal amount thereof, plus accrued and unpaid interest thereon to, but not including, to the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Participation Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee Loan Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 180 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeLoan Trustee, which notice shall specify a date for such purchase within 15 not more than thirty (30) days of or less than fifteen (15) days after the date of such notice. The Mortgagee Loan Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of the giving exercise by Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the sixteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders Noteholders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided PROVIDED, HOWEVER, that if such option is exercised prior to the Premium Termination Date pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within at least 15 days of but not more than 20 days from the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided PROVIDED that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 30 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of time that an exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the sixteenth day following the giving of written notice as provided above. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.12, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holderHolder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s Holder's obligations under the Participation Refunding Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Refunding Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)Holder thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of DefaultDefault (and there is no Indenture Trustee Event), the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any; provided further, that under no circumstances shall the Make-Whole Amount be payable by the Lessee. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable Trust Indenture 44 - 39 - written notice of its election of such option to the MortgageeIndenture Trustee, which notice shall specify a date for such purchase within not more than 30 days or less than 15 days of after the date of such notice. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, taxes and charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The In the event that (i) at any ---------------------------------- time one or more Lease Events of Default shall have occurred and be continuing, (ii) the Equipment Notes shall have been accelerated pursuant to Section 4.2 or (iii) the Indenture Trustee, as assignee hereunder of the Lease, shall have declared the Lease to be in default and shall have commenced the exercise of any significant remedy in respect of the Units under the Lease, then and in any such case, upon 30 days' notice (which notice shall be irrevocable) from the Owner Trustee and to the Owner Participant mayIndenture Trustee designating a date of purchase (the "Purchase Date") which shall be a Determination Date, each holder of an Equipment Note will be obligated to, upon the events and subject to receipt by the terms Indenture Trustee from the Owner Trustee or its nominee of an amount equal to the aggregate unpaid principal amount of all Equipment Notes, together with accrued interest thereon to the Purchase Date, plus all other sums then due and conditions and for the price set forth in this Section 2.13, purchase all but not less than all payable to such holder of the an Equipment Notes outstanding Note hereunder, and each Note Holder agrees that it willbut without any Make-Whole Amount, upon such events and subject to such terms and conditions and upon receipt of such price, forthwith sell, assign, transfer and convey to such purchaser the Owner Trustee or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), the Purchase Date all of the right, title and interest of such Note Holder holder in and to the Equipment Notes then held by itsuch holder, and such purchaser the Owner Trustee or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by Agreement; provided that the Owner Trustee or the Owner Participant at any time following the occurrence its nominee must purchase all and not less than all of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred then outstanding; and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided further that if such option is exercised pursuant to clause (yi) above at a time when there shall have occurred and be continuing for less than 120 180 days a Lease Event of DefaultDefault (and none of the events described in clauses (ii) and (iii) above shall have occurred), the purchase price thereof shall equal the price provided in the preceding sentence plus the a Make-Whole AmountAmount shall be due and payable to such holder of an Equipment Note hereunder. During such 30-day notice period, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Indenture Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the rights, remedies hereunder andor powers pursuant to Section 15 of the Lease or this Trust Indenture and Security Agreement (GARC II 98-A) Article IV, without so long as the consent Owner Participant (or any nominee of the Owner Participant reasonably acceptable to the Indenture Trustee) has notified the Indenture Trustee that the notice so provided by the Owner Trustee or its nominee pursuant to this Section 4.4(b) constitutes the binding obligation of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as to purchase the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner ParticipantNotes.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event described in clause (i) of the definition thereof or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 180 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.14, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Collateral, this Trust Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, to the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Participation Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Mortgage Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its irrevocable election of such option to the MortgageeLoan Trustee, which notice shall specify a date for such purchase within not more than 30 days or less than 15 days of after the date of such notice. The Mortgagee Loan Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option is given until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 30 days of the date of such notice. The Mortgagee shall promptly send a copy of such notice to each Note Holder. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of time that an exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the sixteenth day following the giving of written notice as provided above. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided PROVIDED that if such option is exercised pursuant to clause (y) at a time prior to the Premium Termination Date when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or TABLE OF CONTENTS (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided provided, however, that if such option is exercised prior to the Premium Termination Date pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within at least 15 days of but not more than 20 days from the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The In the event that (i) at any time one or more Lease Events of Default shall have occurred and any such Lease Event of Default shall have continued for a period of 180 days or more during which time the Equipment Notes could, but shall not, have been accelerated pursuant to Section 4.02, (ii) the Equipment Notes shall have been accelerated pursuant to Section 4.02 or (iii) the Indenture Trustee, as assignee hereunder of the Lease, shall have declared the Lease to be in default and shall have commenced the exercise of any additional remedy in respect of the Units under the Lease, then and in any such case, upon 30 days' notice (which notice shall be irrevocable) from the Owner Trustee and to the Owner Participant mayIndenture Trustee designating a date of purchase (the "Purchase Date") which shall be a Determination Date, each holder of an Equipment Note will be obligated to, upon the events and subject to receipt by the terms Indenture Trustee from the Owner Trustee or its nominee of an amount equal to the aggregate unpaid principal amount of all Equipment Notes, together with accrued interest thereon to the Purchase Date, plus all other sums then due and conditions and for the price set forth in this Section 2.13, purchase all but not less than all payable to such holder of the an Equipment Notes outstanding Note hereunder, and each Note Holder agrees that it willbut without any Make- Whole Amount or other premium, upon such events and subject to such terms and conditions and upon receipt of such price, forthwith sell, assign, transfer and convey to such purchaser the Owner Trustee or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), the Purchase Date all of the right, title and interest of such Note Holder holder in and to the Equipment Notes then held by itsuch holder, and such purchaser the Owner Trustee or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by Agreement; provided that the Owner Trustee or the Owner Participant at any time following the occurrence its nominee must purchase all and not less than all of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided that if then outstanding. During such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default30-day notice period, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Indenture Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the rights, remedies hereunder andor powers pursuant to Section 15 of the Lease or this Article IV, without so long as the consent Owner Participant (or any nominee of the Owner Participant reasonably acceptable to the Indenture Trustee) has notified the Indenture Trustee that the notice so provided by the Owner Trustee or its nominee pursuant to this Section 4.04(b) constitutes the binding obligation of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as to purchase the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner ParticipantNotes.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.12, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holderHolder), all of the right, title and interest of such Note Holder in and to the Trust Trust Indenture 45 - 40 - Indenture Estate, this Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s Holder's obligations under the Participation Refunding Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Refunding Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)Holder thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of DefaultDefault (and there is no Indenture Trustee Event), the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any; provided further, that under no circumstances shall the Make-Whole Amount be payable by the Lessee. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeIndenture Trustee, which notice shall specify a date for such purchase within not more than 30 days or less than 15 days of after the date of such notice. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, taxes and charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.. Trust Indenture

Option to Purchase Equipment Notes. The Owner Trustee In the event that (i) at any time one or more Lease Events of Default shall have occurred and the Owner Participant may, upon the events and subject to the terms and conditions and any such Lease Event of Default shall have continued for the price set forth in this Section 2.13, purchase all but not less than all a period of 180 days or more during which time the Equipment Notes outstanding hereundercould, but shall not, have been accelerated pursuant to Section 5.02, (ii) the Equipment Notes shall have been accelerated pursuant to Section 5.02, (iii) the Indenture Trustee, as assignee hereunder of the Lease, shall have exercised (or given notice of its intention to exercise) any remedy in respect of the Units under the Lease, or (iv) the Indenture Trustee shall commence foreclosure of the Lien of this Indenture or otherwise exercise remedies which would result in the exclusion of the Owner Trustee from the Indenture Estate or any part thereof (or give notice of its intention to foreclose or exercise remedies), then and in any such case, so long as the Lessee and its Affiliates do not individually or in the aggregate own more than 20% of the Beneficial Interest, upon 30 days' notice from the Owner Trustee to the Indenture Trustee designating a date of purchase (the "Purchase Date") which shall be the second day of any month, each holder of an Equipment Note Holder agrees that it will, upon such events and subject to receipt by the Indenture Trustee from the Owner Trustee or its nominee of an amount equal to the aggregate unpaid principal amount of all Equipment Notes, together with accrued interest thereon to the Purchase Date, plus all other sums then due and payable to such terms and conditions and upon receipt holder of such pricean Equipment Note hereunder, but, except in the case of purchase of the Equipment Notes pursuant to clause (iv) above if the right to exercise any remedies arises because of an Indenture Event of Default arising solely from action attributable to the Owner Trustee or the Owner Participant, without any Make-Whole Amount, forthwith sell, assign, transfer and convey to such purchaser the Owner Trustee or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), the Purchase Date all of the right, title and interest of such Note Holder holder in and to the Equipment Notes then held by itsuch holder, and such purchaser the Owner Trustee or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by Agreement; provided that the Owner Trustee or the Owner Participant at any time following the occurrence its nominee must purchase all and not less than all of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participantthen outstanding.

Option to Purchase Equipment Notes. The Owner Trustee In the event that (i) at any time one or more Lease Events of Default shall have occurred and the Owner Participant may, upon the events and subject to the terms and conditions and any such Lease Event of Default shall have continued for the price set forth in this Section 2.13, purchase all but not less than all a period of 180 days or more during which time the Equipment Notes outstanding hereundercould, but shall not, have been accelerated pursuant to Section 5.02, (ii) the Equipment Notes shall have been accelerated pursuant to Section 5.02, (iii) the Indenture Trustee, as assignee hereunder of the Lease, shall have exercised (or given notice of its intention to exercise) any remedy in respect of the Units under the Lease, or (iv) the Indenture Trustee shall commence foreclosure of the Lien of this Indenture or otherwise exercise remedies which would result in the exclusion of the Owner Trustee from the Indenture Estate or any part thereof (or give notice of its intention to foreclose or exercise remedies), then and in any such case, so long as the Lessee and its Affiliates do not individually or in the aggregate own more than 20% of the Beneficial Interest, upon 30 days' notice from the Owner Trustee to the Indenture Trustee designating a date of purchase (the "Purchase Date") which shall be the fifteenth day of any month, each holder of an Equipment Note Holder agrees that it will, upon such events and subject to receipt by the Indenture Trustee from the Owner Trustee or its nominee of an amount equal to the aggregate unpaid principal amount of all Equipment Notes, together with accrued interest thereon to the Purchase Date, plus all other sums then due and payable to such terms and conditions and upon receipt holder of such pricean Equipment Note hereunder, but, except in the case of purchase of the Equipment Notes pursuant to clause (iv) above if the right to exercise any remedies arises because of an Indenture Event of Default arising from action attributable to the Owner Trustee or the Owner Participant, without any Make- Whole Amount, forthwith sell, assign, transfer and convey to such purchaser the Owner Trustee or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), the Purchase Date all of the right, title and interest of such Note Holder holder in and to the Equipment Notes then held by itsuch holder, and such purchaser the Owner Trustee or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by Agreement; provided that the Owner Trustee or the Owner Participant at any time following the occurrence its nominee must purchase all and not less than all of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participantthen outstanding.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 2.15 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (zy) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Leasehereof, provided PROVIDED, HOWEVER, that if such option is exercised prior to the Premium Termination Date pursuant to clause (yx) at a time when there shall have occurred and be continuing for less than 120 180 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within at least 15 days of but not more than 20 days from the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The In the event that (i) at any ---------------------------------- time one or more Lease Events of Default shall have occurred and be continuing, (ii) the Equipment Notes shall have been accelerated pursuant to Section 4.2 or (iii) the Indenture Trustee, as assignee hereunder of the Lease, shall have declared the Lease to be in default and shall have commenced the exercise of any significant remedy in respect of the Units under the Lease, then and in any such case, upon 30 days' notice (which notice shall be irrevocable) from the Owner Trustee and to the Owner Participant mayIndenture Trustee designating a date of purchase (the "Purchase Date") which shall be a Determination Date, each holder of an Equipment Note will be obligated to, upon the events and subject to receipt by the terms Indenture Trustee from the Owner Trustee or its nominee of an amount equal to the aggregate unpaid principal amount of all Equipment Notes, together with accrued interest thereon to the Purchase Date, plus all other sums then due and conditions and for the price set forth in this Section 2.13, purchase all but not less than all payable to such holder of the an Equipment Notes outstanding Note hereunder, and each Note Holder agrees that it willbut without any Make-Whole Amount, upon such events and subject to such terms and conditions and upon receipt of such price, forthwith sell, assign, transfer and convey to such purchaser the Owner Trustee or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), the Purchase Date all of the right, title and interest of such Note Holder holder in and to the Equipment Notes then held by itsuch holder, and such purchaser the Owner Trustee or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by Agreement; provided that the Owner Trustee or the Owner Participant at any time following the occurrence its nominee must purchase all and not less than all of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred then outstanding; and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided further that if such option is exercised pursuant to clause (yi) above at a time when there shall have occurred and be continuing for less than 120 180 days a Lease Event of DefaultDefault (and none of the events described in clauses (ii) and (iii) above shall have occurred), the purchase price thereof shall equal the price provided in the preceding sentence plus the a Make-Whole AmountAmount shall be due and payable to such holder of an Equipment Note hereunder. During such 30-day notice period, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Indenture Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the rights, remedies hereunder andor powers pursuant to Section 15 of the Lease or this Article IV, without so long as the consent Owner Participant (or any nominee of the Owner Participant reasonably acceptable to the Indenture Trustee) has notified the Indenture Trustee that the notice so provided by the Owner Trustee or its nominee pursuant to this Section 4.4(b) constitutes the binding obligation of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as to purchase the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner ParticipantNotes.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.14, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Trust Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Participation Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided provided, that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 one hundred eighty (180) days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Make- Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeIndenture Trustee, which notice (i) shall specify a date for such purchase within 15 not more than thirty (30) days of or less than fifteen (15) days after the date of such noticenotice and (ii) may specify that its election of such option is contingent upon the trustee or the debtor-in-possession in a proceeding involving Lessee under Chapter 11 of the Bankruptcy Code not entering into an agreement during the Section 1110 Period to perform the Lease. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable (subject to the provision in clause (ii) of the first sentence of this paragraph) upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Owner Trustee and the In accordance with this (S) 2.13, Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase may buy all (but not less than all of all) the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject will sell to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser buyer or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through through, or under such holder), all of the such Note Holder's right, title title, and interest of such Note Holder in and to the Equipment Notes held by itthat it holds, and such purchaser buyer or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant may exercise such purchase option at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, Note shall be the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon toto (but excluding) the purchase date, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof hereunder (including under the third paragraph of Section (S) 2.02 hereof). Such purchase option to purchase the Equipment Notes may be exercised if (x) upon a Mortgagee Event exists or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Leaseexists, provided provided, that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of DefaultDefault has existed for less than 180 days, the purchase price thereof shall equal the price provided in the preceding sentence plus the shall also include any Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant may exercise such purchase option by giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify specifying a purchase date for such purchase within 15 days of after the date of such notice. The Mortgagee shall promptly send a copy of such notice to each Note Holder. Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the or (unless Owner Trustee or the Owner Participant, Participant consents) under the Lease, during the period from the date of the giving of Lease after such notice is given until the date on which such required purchase is required to occur pursuant to the terms of the preceding sentencedate. If the Owner Trustee or the Owner Participant so requests on or before the date of such purchase shall so requestdate, the Note Holders will comply with all the provisions of Section (S) 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges charges, and expenses required pursuant to Section (S) 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.14, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Trust Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Participation Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided provided, that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 one hundred twenty (120) days a Lease Event of DefaultDefault and there is no Indenture Trustee Event, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeIndenture Trustee, which notice (i) shall specify a date for such purchase within 15 not more than thirty (30) days of or less than fifteen (15) days after the date of such noticenotice and (ii) may specify that its election of such option is contingent upon the trustee or the debtor-in-possession in a proceeding involving Lessee under Chapter 11 of the Bankruptcy Code not entering into an agreement during the Section 1110 Period to perform the Lease. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable (subject to the provision in clause (ii) of the first sentence of this paragraph) upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant. (a) The Owner Trustee and, by acceptance of its Equipment Notes of any Series, each Note Holder of such Series, hereby agree that no payment or distribution shall be made on or in respect of the Secured Obligations owed to such Note Holder of such Series, including any payment or distribution of cash, property or securities after the commencement of a proceeding of the type referred to in Section 4.02(g) hereof, except as expressly provided in Article III hereof. (b) By the acceptance of its Equipment Notes of any Series (other than Series G), each Note Holder of such Series agrees that in the event that such Note Holder, in its capacity as a Note Holder, shall receive any payment or distribution on any Secured Obligations in respect of such Series which it is not entitled to receive under this Section 2.15 or Article III hereof, it will hold any amount so received in trust for the Senior Holder (as defined in Section 2.15(c) hereof) and will forthwith turn over such payment to the Indenture Trustee in the form received to be applied as provided in Article III hereof. (c) As used in this Section 2.15, the term "Senior Holder" shall mean, (i) the Note Holders of Series G until the Secured Obligations in respect of Series G Equipment Notes have been paid in full and (ii) after the Secured Obligations in respect of Series G Equipment Notes have been paid in full, the Note Holders of Series C until the Secured Obligations in respect of Series C Equipment Notes have been paid in full.

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee nomi- nee shall assume all of such holder’s 's obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event described in clause (i) of the definition thereof or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided that if such option is exercised pursuant to clause (y) at a time when there shall have occurred and be continuing for less than 120 180 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.12, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holderHolder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Indenture and the Equipment Notes held by Trust Indenture it, and such purchaser or its nominee shall assume all of such holder’s Holder's obligations under the Participation Refunding Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Refunding Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)Holder thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of DefaultDefault (and there is no Indenture Trustee Event), the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any; provided further, that under no circumstances shall the Make-Whole Amount be payable by the Lessee. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the MortgageeIndenture Trustee, which notice shall specify a date for such purchase within not more than 30 days or less than 15 days of after the date of such notice. The Mortgagee Indenture Trustee shall not exercise any of the remedies hereunder andor, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date time that a notice of exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the fifteenth day preceding the date specified in the written notice described in the first sentence of this paragraph. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, taxes and charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.. Trust Indenture

Option to Purchase Equipment Notes. The Either the Owner Trustee and or the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.132.12, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except as to its title to the Equipment Notes and except against Liens on such Equipment Notes arising by, through or under such holderHolder), all of the right, title and interest of such Note Holder in and to the Trust Indenture Estate, this Indenture and the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s Holder's obligations under the Participation Refunding Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of upon any of the following events, and and, in any such event event, the purchase price thereof shall equal for each Equipment Note, Note the aggregate unpaid Original Principal Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owedamounts (other than the Make-Whole Amount, except as provided in the next sentence) then payable hereunder or then due and payable hereunder, under the Refunding Agreement to the holder thereof (including under the third paragraph of Section 2.02 hereof)Holder thereof. Such option to purchase the Equipment Notes may be exercised exercised: (xi) upon a Mortgagee an Indenture Trustee Event or (yii) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the LeaseDefault, provided that if such option is exercised pursuant to this clause (yii) at a time when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of the giving of such notice until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.there

Option to Purchase Equipment Notes. The Owner Trustee and the Owner Participant may, upon the events and subject to the terms and conditions and for the price set forth in this Section 2.13, purchase all but not less than all of the Equipment Notes outstanding hereunder, and each Note Holder agrees that it will, upon such events and subject to such terms and conditions and upon receipt of such price, sell, assign, transfer and convey to such purchaser or its nominee (without recourse or warranty of any kind except against Liens on such Equipment Notes arising by, through or under such holder), all of the right, title and interest of such Note Holder in and to the Equipment Notes held by it, and such purchaser or its nominee shall assume all of such holder’s holder s obligations under the Participation Agreement and hereunder. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant at any time following the occurrence of any of the following events, and in any such event the purchase price thereof shall equal for each Equipment Note, the aggregate unpaid Original Amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase and all other Secured Obligations owed, or then due and payable hereunder, to the holder thereof (including under the third paragraph of Section 2.02 hereof). Such option to purchase the Equipment Notes may be exercised (x) upon a Mortgagee Event or (y) in the event there shall have occurred and be continuing a Lease Event of Default or (z) upon either the Equipment Notes becoming due and payable pursuant to Section 4.04(b) hereof or the Mortgagee taking action or notifying the Owner Trustee that it intends to take action to foreclose the Lien of this Trust Indenture or otherwise commence the exercise of any significant remedy under this Trust Indenture or the Lease, provided PROVIDED that if such option is exercised pursuant to clause (y) at a time prior to the Premium Termination Date when there shall have occurred and be continuing for less than 120 days a Lease Event of Default, the purchase price thereof shall equal the price provided in the preceding sentence plus the Make-Whole Amount, if any. Such option to purchase the Equipment Notes may be exercised by the Owner Trustee or the Owner Participant giving irrevocable written notice of its election of such option to the Mortgagee, which notice shall specify a date for such purchase within 15 30 days of the date of such notice. The Mortgagee shall not exercise any of the remedies hereunder and, without the consent of the Owner Trustee or the Owner Participant, under the Lease, during the period from the date of time that an exercise by the giving Owner Participant of such notice option to purchase becomes irrevocable until the date on which such purchase is required to occur pursuant to the terms of the preceding sentence. Such election to purchase the Equipment Notes shall become irrevocable upon the sixteenth day following the giving of written notice as provided above. If the Owner Trustee or the Owner Participant on or before the date of such purchase shall so request, the Note Holders will comply with all the provisions of Section 2.07 to enable new Equipment Notes to be issued to the Owner Trustee or the Owner Participant or its nominee in such denominations as the Owner Trustee or the Owner Participant shall request. All taxes, charges and expenses required pursuant to Section 2.09 in connection with the issuance of such new Equipment Note shall be borne by the Owner Participant.