Common use of Retention by Lessor Clause in Contracts

Retention by Lessor. Notwithstanding anything in this Section 9 to the contrary, Lessor may, by irrevocable notice to Lessee at least 45 days prior to the proposed date of sale referred to in Section 9.1, reject all bids and retain title to the Aircraft (and take possession thereof); provided, that Lessor shall pay (and, by delivering such notice, Lessor shall be obligated to pay) to Indenture Trustee on the proposed Termination Date an amount equal to the unpaid principal amount of the Certificates, together with all interest due thereon. Upon receipt of notice of such an election by Lessor, Lessee shall cease any efforts to obtain bids as provided in Section 9.1 and shall reject all bids theretofore or thereafter received for the Aircraft. In the event Lessor elects to retain the Aircraft as provided in this Section 9.3, and upon its payment to Indenture Trustee of such amount, Lessee shall deliver the Aircraft and Engines to Lessor on the proposed Termination Date pursuant to Section 5 and in full compliance with the terms thereof and upon such delivery and payment in full of the amounts specified in the first sentence hereof and the next following sentence and shall have no obligation to make any payment of Termination Value. The foregoing shall in no way affect the obligation of Lessee to make payment of any Basic Rent on or before the proposed Termination Date and all other amounts of Rent and other amounts payable hereunder or under the other Operative Agreements and due on or prior to such date, including, without limitation, all other sums due and payable to the Holders under the Certificates (including, without limitation, Break Amount or Premium, if any, as of such TV Determination Date). If the amounts required to be paid pursuant to this Section 9.3 shall not be received by the respective payees thereof on the proposed Termination Date, this Lease shall continue in full force and effect and no Lease Event of Default shall be deemed to have occurred.

Retention by Lessor. Notwithstanding anything in this Section 9 to the contrary, Lessor may, by irrevocable notice to Lessee at least 45 days prior to the proposed date of sale referred to in Section 9.1, reject all bids and retain title to the Aircraft (and take possession thereof); provided, that Lessor shall pay (and, by delivering such notice, Lessor shall be obligated to pay) to Indenture Trustee on the proposed Termination Date an amount equal to the unpaid principal amount of the Certificates, together with all interest due thereon. Upon receipt of notice of such an election by Lessor, Lessee shall cease any efforts to obtain bids as provided in Section 9.1 and shall reject all bids theretofore or thereafter received for the Aircraft. In the event Lessor elects to retain the Aircraft as provided in this Section 9.3, and upon its payment to Indenture Trustee of such amount, Lessee shall deliver the Aircraft and Engines to Lessor on the proposed Termination Date pursuant to Section 5 and in full compliance with the terms thereof and upon such delivery and payment in full of the amounts specified in the first sentence hereof and the next following sentence and shall have no obligation to make any payment of Termination Value. The foregoing shall in no way affect the obligation of Lessee to make payment of any Interim Rent or Basic Rent accrued and unpaid on or before the proposed Termination Date and all other amounts of Rent and other amounts payable hereunder or under the other Operative Agreements and due on or prior to such date, including, without limitation, Supplemental Rent in respect of all other sums due and payable to the Holders under the Certificates (including, without limitation, Break Amount or Premium, if any, as of such TV Determination Date). If the amounts required to be paid pursuant to this Section 9.3 shall not be received by the respective payees thereof on the proposed Termination Date, this Lease shall continue in full force and effect and no Lease Event of Default shall be deemed to have occurredeffect.

Retention by Lessor. Notwithstanding anything in this Section 9 to the contrary, Lessor may, by irrevocable notice to Lessee at least 45 days prior to the proposed date of sale referred to in Section 9.1, reject all bids and retain title to the Aircraft (and take possession thereof); provided, that Lessor shall pay (and, by delivering such notice, Lessor shall be obligated to pay) to Indenture Trustee on the proposed Termination Date an amount equal to the unpaid principal amount of the Certificates, together with all interest due thereon. Upon receipt of notice of such an election by Lessor, Lessee shall cease any efforts to obtain bids as provided in Section 9.1 and shall reject all bids theretofore or thereafter received for the Aircraft. In the event Lessor elects to retain the SALE AND LEASE AGREEMENT [N605SW] -33- 40 Aircraft as provided in this Section 9.3, and upon its payment to Indenture Trustee of such amount, Lessee shall deliver the Aircraft and Engines to Lessor on the proposed Termination Date pursuant to Section 5 and in full compliance with the terms thereof and upon such delivery and payment in full of the amounts specified in the first sentence hereof and the next following sentence and shall have no obligation to make any payment of Termination Value. The foregoing shall in no way affect the obligation of Lessee to make payment of any Interim Rent or Basic Rent accrued and unpaid on or before the proposed Termination Date and all other amounts of Rent and other amounts payable hereunder or under the other Operative Agreements and due on or prior to such date, including, without limitation, Supplemental Rent in respect of all other sums due and payable to the Holders under the Certificates (including, without limitation, Break Amount or Premium, if any, as of such TV Determination Date). If the amounts required to be paid pursuant to this Section 9.3 shall not be received by the respective payees thereof on the proposed Termination Date, this Lease shall continue in full force and effect and no Lease Event of Default shall be deemed to have occurredeffect.

Retention by Lessor. Notwithstanding anything in this Section 9 to At any time within thirty (30) days after receipt by the contrary, Lessor may, by irrevocable notice to Lessee at least 45 days prior to and the proposed date of sale referred to in Section 9.1, reject all bids and retain title to the Aircraft (and take possession thereof); provided, that Lessor shall pay (and, by delivering such notice, Lessor shall be obligated to pay) to Indenture Trustee on the proposed Termination Date an amount equal to the unpaid principal amount of the Certificates, together with all interest due thereon. Upon receipt of notice of such an election by Lessor, Lessee shall cease any efforts to obtain bids as provided in Section 9.1 and shall reject all bids theretofore or thereafter received for the Aircraft. In the event Lessor elects to retain the Aircraft as provided in this Section 9.3, and upon its payment to Indenture Trustee of a Termination Notice, the Lessor may give the Lessee Parties notice of it irrevocable election to retain any such amountItem. If the Lessor shall have elected to retain any such Item in accordance with the preceding sentence, on the Obsolescence Termination Date for such Item (a) the Lessee shall deliver to the Aircraft and Engines to Lessor on the proposed Termination Date pursuant to Section 5 and such Item of Equipment in full compliance accordanc with the terms thereof and upon such delivery and payment conditions for return set forth in full of Section 9.2 hereof, (b) th Lessee shall pay to the amounts specified Lessor or, so long as the Indenture has not be discharged in accordance with its terms, the first sentence hereof and the next following sentence and shall have no obligation to make Indenture Trustee, by EFT any payment of Termination Value. The foregoing shall in no way affect the obligation of Lessee to make payment of any Accrued Basic Rent on or before the proposed Termination Date and all other amounts of Rent and other amounts payable hereunder or under the other Operative Agreements and due on or prior to such dateObsolescence Terminatio Date with respect to such Item of Equipment, including(c) the Co-Lessee shall p to the Lessor or, without limitationso long as the Indenture has not been discharged in accordance with its terms, the Indenture Trustee, by EFT any other unpaid Supplemental Rent (including the Make Whole Premium Amount payable on such date under the Indenture, but not including any Casual Value or Termination Value) due on or prior to such Obsolescence Termination Date with respect to such Item of Equipment plus all other sums due and payable on such Obsolescence Termination Date to the Holders Lenders by the Lessor under the Certificates Indenture, the Participation Agreement or the Notes and (including, without limitation, Break Amount or Premium, if any, as d) the Lessor shall pay to the Indenture Trustee by EFT funds in an amount sufficient to pay a principal amount of the Not equal to the Loan Value for such Item of Equipment. Subject to the receipt by the Indenture Trustee of such TV Determination Date)funds, upon return by the Lessee of such Item of Equipment to the Lessor pursuant to clause (a) above such Item of Equipment shall cease to be leased hereunder or subject to the provisions of any other Operative Document. If the Lessor fails to make the full amount of such payment to the Indenture Trustee, (i) the Lessee may make such payment on the Obsolescence Termination Date (together with all other amounts required to be paid pursuant to payable by the Lesse and the Co-Lessee under this Section 9.3 8.2), in which event all liability of the Lessee Parties to pay Rent for such Item of Equipment following such Obsolescence Termination Date shall cease, the Lease Term with respect to such Item of Equipment shall cease and the Lessor will be obligated to convey title to such Item of Equipment to the Lessee Parties (without representation or warranty except as to the Lessor=s ability and authority to conduct such transfer and convey title to suc Items free and clear of Lessor Liens) and (ii) if the Lessee elects not be received by to make the respective payees thereof payment described in clause (i) on the proposed Obsolescence Termination Date, the Lessor shall thereafter no longer be entitled to exercise its election to retain such Item of Equipment. If the Lessee elects not to make the payment contemplated in clause (i) of the preceding sentence, this Lease shall continue in full force and effect with respect to such Item of Equipment. Notwithstanding any election the Lessor to retain an Item of Equipment, the Co-Lessee shall pay all reasonable costs and no Lease Event expenses (including Fees and Expenses) of Default all parties relating to the termination of the obligation of the Lessee Parties to lease such Item of Equipment; provided, that the Co-Lessee shall not be deemed liable for any costs and expenses incurred by the Lessor after such termination or to have occurredmodify such Equipment for any purpose oth than to ensure that the condition of such Equipment complies with that required hereof or, except as set forth in clause (i) above, as a resu of its failure to make any payment to the Indenture Trustee.

Retention by Lessor. Notwithstanding anything in this Section 9 to the contrary, Lessor may, by irrevocable notice to Lessee at least 45 days prior to the proposed date of sale referred to in Section 9.1, reject all bids and retain title to the Aircraft (and take possession thereof); provided, that Lessor shall pay (and, by delivering such notice, Lessor shall be obligated to pay) to Indenture Trustee on the proposed Termination Date an amount equal to the unpaid principal amount of the Certificates, together with all interest due thereon. Upon receipt of notice of such an election by Lessor, Lessee shall cease any efforts to obtain bids as provided in Section 9.1 and shall reject all bids theretofore or thereafter received for the Aircraft. In the event Lessor elects to retain the Aircraft as provided in this Section 9.3, and upon its payment to Indenture Trustee of such amount, Lessee shall deliver the Aircraft and Engines to Lessor on the proposed Termination Date pursuant to Section 5 and in full compliance with the terms thereof and upon such delivery and payment in full of the amounts specified in the first sentence hereof and the next following sentence and shall have no obligation to make any payment of Termination Value. The foregoing shall in no way affect the obligation of Lessee to make payment of any Interim Rent or Basic Rent accrued and unpaid on or before the proposed Termination Date and all other amounts of Rent and other amounts payable hereunder or under the other Operative Agreements and due on or prior to such date, including, without limitation, all other sums due and payable to the Holders under the Certificates (including, without limitation, Break Amount or Premium, if any, as of such TV Determination Date). If the amounts required to be paid pursuant to this Section 9.3 shall not be received by the respective payees thereof on the proposed Termination Date, this Lease shall continue in full force and effect and no Lease Event of Default shall be deemed to have occurredeffect.

Retention by Lessor. Notwithstanding anything in this Section 9 to the contrary, Lessor may, by irrevocable notice to Lessee at least 45 days prior to the proposed date of sale referred to in Section 9.1, reject all bids and retain title to the Aircraft (and take possession thereof); provided, that Lessor shall pay (and, by delivering such notice, Lessor shall be obligated to pay) to Indenture Trustee on the proposed Termination Date an amount equal to the unpaid principal amount of the Certificates, together with all interest due thereon. Upon receipt of notice of such an election by SALE AND LEASE AGREEMENT [N621SW] -33- 40 Lessor, Lessee shall cease any efforts to obtain bids as provided in Section 9.1 and shall reject all bids theretofore or thereafter received for the Aircraft. In the event Lessor elects to retain the Aircraft as provided in this Section 9.3, and upon its payment to Indenture Trustee of such amount, Lessee shall deliver the Aircraft and Engines to Lessor on the proposed Termination Date pursuant to Section 5 and in full compliance with the terms thereof and upon such delivery and payment in full of the amounts specified in the first sentence hereof and the next following sentence and shall have no obligation to make any payment of Termination Value. The foregoing shall in no way affect the obligation of Lessee to make payment of any Basic Rent accrued and unpaid on or before the proposed Termination Date and all other amounts of Rent and other amounts payable hereunder or under the other Operative Agreements and due on or prior to such date, including, without limitation, all other sums due and payable to the Holders under the Certificates (including, without limitation, Break Amount or Premium, if any, as of such TV Determination Date). If the amounts required to be paid pursuant to this Section 9.3 shall not be received by the respective payees thereof on the proposed Termination Date, this Lease shall continue in full force and effect and no Lease Event of Default shall be deemed to have occurredeffect.