Common use of Participation in Purchase Price Clause in Contracts

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment Letter, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation in the Lessor's payment of the Purchase Price through an investment in the Lessor's Estate in an amount equal to the amount set forth opposite the Owner Participant's name in Schedule I hereto, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Agreement Assignment of the Lessee's right to purchase the Aircraft for the remaining balance due under the Purchase Agreement and for the transfer of title to the Aircraft from AVSA to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) by the Owner Trustee to AVSA, an amount equal to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced by the Invoice, (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus the cash payment to AVSA pursuant to clause (A) above, and (C) by the Indenture Trustee, on behalf of the Owner Trustee, if the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, the excess (or a portion of the excess) of any amounts then held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment LetterAgreement, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) unless previously transferred on the Transfer Date, the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation in the Lessor's payment of the Purchase Price through an investment in the beneficial ownership of the Lessor's Estate in an amount equal to the amount set forth opposite Purchase Price minus the Owner Participant's name in Schedule I heretoDebt Portion, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA Seller shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Agreement Assignment of the Lessee's right to purchase the Aircraft for Aircraft, the remaining balance due under transfer by the Purchase Agreement Initial Owner Participant to the Owner Participant of its Beneficial Interest and for the transfer of title to the Aircraft from AVSA the Seller to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) by the Owner Trustee to AVSAthe Seller, an amount equal to the remaining balance due to AVSA under the Purchase Agreement Seller for the Aircraft, as evidenced by the Invoice, (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus the cash payment to AVSA the Seller pursuant to clause (A) above, above and (C) by the Indenture Trustee, on behalf of the Owner Trustee, if to the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, Lessee the excess (or a portion of the excess) of any amounts as may then be held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment LetterAgreement, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) unless previously transferred on the Transfer Date, the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation in the Lessor's payment of the Purchase Price through an investment in the Lessor's Estate in an amount equal to the amount set forth opposite the Owner Participant's name in Schedule I heretoAncillary Agreement I, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA Lessee shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment transfer by the Initial Owner Participant to the Owner Trustee by the Lessee under the Purchase Agreement Assignment Participant of the Lessee's right to purchase the Aircraft for the remaining balance due under the Purchase Agreement its Beneficial Interest and for the transfer of title to the Aircraft from AVSA the Lessee to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) by the Owner Trustee to AVSA, an amount equal to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced by the Invoice, (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus Price, or such lesser amount referred to in the cash payment proviso to AVSA pursuant to clause (A) abovethis Section 3.02(a), and (CB) by the Indenture Trustee, on behalf of the Owner Trustee, if the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, the excess (or a portion of the excess) of any amounts then held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment LetterAgreement, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) unless previously transferred on the Transfer Date, the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation in the Lessor's payment of the Purchase Price through an investment in the Lessor's Estate in an amount equal to the amount set forth opposite the Owner Participant's name in Schedule I heretoAncillary Agreement I, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA Lessee shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Modification Agreement Assignment of any warranties thereunder, the Lessee's right transfer by the Initial Owner Participant to purchase the Aircraft for the remaining balance due under the Purchase Agreement Owner Participant of its Beneficial Interest and for the transfer of title to the Aircraft from AVSA the Lessee to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) by the Owner Trustee to AVSA, an amount equal to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced by the Invoice, (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus Price, or such lesser amount referred to in the cash payment proviso to AVSA pursuant to clause (A) abovethis Section 3.02(a), and (CB) by the Indenture Trustee, on behalf of the Owner Trustee, if the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, the excess (or a portion of the excess) of any amounts then held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment Letter, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant Participants in consideration for the each Owner Participant's participation in the Lessor's payment of the Purchase Price through an investment in the Lessor's Estate in an amount equal to the amount set forth opposite the such Owner Participant's name in Schedule I hereto, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Agreement Assignment of the Lessee's right to purchase the Aircraft for the remaining balance due under the Purchase Agreement and for the transfer of title to the Aircraft from AVSA to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) by the Owner Trustee to AVSA, an amount equal to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced by the Invoice, (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus the cash payment to AVSA pursuant to clause (A) above, and (C) by the Indenture Trustee, on behalf of the Owner Trustee, if the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, the excess (or a portion of the excess) of any amounts then held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the each Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment LetterAgreement, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) unless previously transferred on the Transfer Date, the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation in the Lessor's payment of the Purchase Price through an investment in the Lessor's Estate in an amount equal to the amount set forth opposite the Owner Participant's name in Schedule I heretoAncillary Agreement I, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Agreement Assignment of the Lessee's right to purchase the Aircraft for the remaining balance due under the Purchase Agreement and for the transfer of title to the Aircraft from AVSA to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) by the Owner Trustee to AVSA, an amount equal to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced by the Invoice, (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus the cash payment to AVSA pursuant to clause (A) above, and (C) by the Indenture Trustee, on behalf of the Owner Trustee, if the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, the excess (or a portion of the excess) of any amounts then held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment LetterAgreement, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation participate in the Lessor's payment of the Purchase Price through by making an investment in the beneficial ownership of the Lessor's Estate in an amount equal to the amount set forth opposite the Owner Participant's name in Schedule I heretoAncillary Agreement II, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Agreement Assignment of the Lessee's right to purchase the Aircraft for the remaining balance due under the Purchase Agreement and for the transfer of title to the Aircraft from AVSA to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) by the Owner Trustee to AVSA, an amount equal to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced by the Invoice, or if the proviso to this Section 3.02(a) is applicable, such amount as it shall have received from the Owner Participant not to exceed such remaining balance due to AVSA, (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price (or if the proviso to this Section 3.02(a) is applicable, the amount received from the Owner Participant) minus the cash payment to AVSA pursuant to clause (A) above, above and (C) by the Indenture Trustee, on behalf of the Owner Trustee, if to the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, Lessee the excess (or a portion of the excess) of any amounts as may then be held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment instead pay to AVSA any balance of the Purchase Price remaining after payment to AVSA by the Owner Trustee an amount equal to the Owner Participant's Commitment as contemplated by clause (A) above and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may all amounts then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment Letter dated July 29, 1997 between the Lessee and the Owner Participant (the "Commitment Letter"), which Commitment Letter shall remain in full force and effect through the Delivery Date, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation in the Lessor's payment of the Purchase Price through an investment in the Lessor's Estate in an amount equal to the amount set forth opposite the Owner Participant's name in Schedule I hereto, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA Lessee shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee of any warranties under the Purchase Agreement Assignment Modification Agreement, the transfer by the Initial Owner Participant to the Owner Participant of the Lessee's right to purchase the Aircraft for the remaining balance due under the Purchase Agreement its Beneficial Interest and for the transfer of title to the Aircraft from AVSA the Lessee to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) [reserved], (B) [reserved], (C) subject to fifteen (15) days' notice to each Series C Certificateholder, by the Owner Trustee to AVSAthe Indenture Trustee in the amount of $1,253,000.00 as partial prepayment of the Series C Certificates, an amount equal and (D) in connection with the transfer to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced Owner Participant by the InvoiceInitial Owner Participant of its Beneficial Interest as contemplated by clause (ii) of this Section 3.02(a), (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus (or if the cash payment proviso to AVSA pursuant to clause (Athis Section 3.02(a) aboveis applicable, and (C) by the Indenture Trustee, on behalf of amount received from the Owner Trustee, if the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, the excess (or a portion of the excess) of any amounts then held in the Collateral Account over the Debt PortionParticipant); provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Original Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Original Indenture an amount equal to the Debt Portion or such lesser amount as may all amounts then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment LetterAgreement, on the Delivery Date, (i) subject to the proviso to this as contemplated by Section 3.02(a)2.01(aa) hereof, the Indenture Trustee agrees to make the transfer to the Lessee and the Lessee agrees to make the transfer to the collateral account described in Section 2.13 of the N584FE Indenture, (ii) the Indenture Trustee agrees to release from the Collateral Account the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (iiiii) the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation in the Lessor's payment of the Purchase Price through an investment in the Lessor's Estate in an amount equal to the amount set forth opposite the Owner Participant's name in on Schedule I hereto, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA Lessee shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Modification Agreement Assignment of any warranties thereunder, the Lessee's right transfer by the Initial Owner Participant to purchase the Aircraft for the remaining balance due under the Purchase Agreement Owner Participant of its Beneficial Interest and for the transfer of title to the Aircraft from AVSA the Lessee to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) immediately prior to the transfer to the Owner Participant by the Initial Owner Trustee to AVSAParticipant of its Beneficial Interest as contemplated by clause (iii) of Section 2.01(a) hereof, an amount equal by the Indenture Trustee, on behalf of the Owner Trustee, to the remaining balance due to AVSA under Lessee the Purchase Agreement for excess of any amounts as may then be held in the Aircraft, as evidenced Collateral Account over the Debt Portion and by the InvoiceLessee to the collateral account described in Section 2.13 of the N584FE Indenture, $2,533,000.00, and (B) in connection with the transfer to the Owner Participant by the Initial Owner Participant of its Beneficial Interest as contemplated by clause (iii) of Section 2.01(a) hereof, by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus the cash payment to AVSA pursuant to clause (A) above, and (C) by the Indenture Trustee, on behalf of the Owner Trustee, if the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, the excess (or a portion of the excess) of any amounts then held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the IndenturePrice.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment LetterAgreement, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation participate in the Lessor's payment of the Purchase Price through by making an investment in the beneficial ownership of the Lessor's Estate in an amount equal to that percentage of the amount Purchase Price set forth opposite the Owner Participant's name in Schedule I IV hereto, (iii) subject to the proviso to this Section 3.02(a), the Lessee agrees to pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such the amount as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Agreement Assignment of the Lessee's right to purchase the Aircraft for the remaining balance due under the Purchase Agreement and for the transfer of title to the Aircraft from AVSA to the Owner Trustee, the following cash payments will be made by wire transfer of immediately available funds on the Delivery Date: (A) by the Owner Trustee to AVSA, an amount equal to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced by the Invoice, (B) by the Owner Trustee to the Lessee, an amount equal to the Purchase Price minus the cash payment to AVSA pursuant to clause (A) above, above and (C) by the Indenture Trustee, on behalf of the Owner Trustee, if to the Indenture Trustee is so instructed by the Lessee, to one or more Outstanding C Accounts, Lessee the excess (or a portion of the excess) of any amounts as may then be held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.

Participation in Purchase Price. Subject to the terms and conditions of this Agreement and of the Commitment LetterAgreement, on the Delivery Date, (i) subject to the proviso to this Section 3.02(a), the Indenture Trustee agrees to release the Debt Portion or such lesser amount as may then be held in the Collateral Account together with the Lessee Shortfall (as defined in clause (iii) below), if any, to the Owner Trustee for application to the Purchase Price as provided below, (ii) the Initial Owner Participant agrees to transfer its Beneficial Interest to the Owner Participant in consideration for the Owner Participant's participation in the Lessor's payment of the Purchase Price through by making an investment in the beneficial ownership of the Lessor's Estate in an amount equal to that percentage of the amount Purchase Price set forth opposite the Owner Participant's name in Schedule I hereto, (ii) the Owner Trustee shall issue the Note in favor of the Lessee in an amount equal to the Debt Portion, (iii) subject the Lessee shall sell the Aircraft to the proviso to this Section 3.02(a), Owner Trustee and the Owner Trustee shall thereupon enter into the Agency Agreement with the Lessee agrees to and (iv) the Lessee shall pay to the Indenture Trustee the excess, if any, of (I) the Debt Portion over (II) such amount amounts as may then be held in the Collateral Account (the "Lessee Shortfall") as provided in Section 17.02(a) hereof, and (iv) pursuant to the Purchase Agreement as assigned pursuant to the Purchase Agreement Assignment, AVSA shall sell the Aircraft to the Owner Trustee and the Owner Trustee shall immediately thereafter lease the Aircraft to the Lessee pursuant to the Lease. In consideration for the assignment to the Owner Trustee by the Lessee under the Purchase Modification Agreement Assignment of any warranties thereunder, the Lessee's right transfer by the Initial Owner Participant to purchase the Aircraft for the remaining balance due under the Purchase Agreement Owner Participant of its Beneficial Interest and for the transfer of title to the Aircraft from AVSA the Lessee to the Owner Trustee, the following Owner Trustee shall make a cash payments will be made payment by wire transfer of immediately available funds on the Delivery Date: (A) by Date to the Owner Trustee to AVSA, Lessee in an amount equal to the remaining balance due to AVSA under the Purchase Agreement for the Aircraft, as evidenced by the Invoice, (B) by the Owner Trustee Participant's Commitment. In addition to the Lesseeforegoing, an amount equal to on the Purchase Price minus the cash payment to AVSA pursuant to clause (A) aboveDelivery Date, and (C) by the Indenture Trustee, on behalf of the Owner Trustee, if the Indenture Trustee is so instructed by the Lessee, shall transfer to one or more Outstanding C Accounts, Accounts specified by the excess (or a portion of Lessee the excess) of any amounts then held in the Collateral Account over the Debt Portion; provided, however, that if (1) the Delivery Date has been postponed, (2) the investments contemplated required to be specified by Section 2.14(b) of the Indenture have been made, (3) such investments do not mature on the rescheduled Delivery Date and (4) the Lessee elects not to break such investments, then the Indenture Trustee shall not release amounts in the Collateral Account to the Owner Trustee and the Lessee shall accept as payment of the Purchase Price by the Owner Trustee an amount equal to the Owner Participant's Commitment and the Indenture Trustee shall pay to the Lessee at the end of the applicable investment period referred to in Section 2.14(b) of the Indenture an amount equal to the Debt Portion or such lesser amount as may then be held in the Collateral Account. After the Delivery Date, any amounts remaining in the Collateral Account shall secure the Secured Obligations relating to any Series C Certificates outstanding after the Delivery Date that are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture.2.19