Common use of Special Purchase Option Clause in Contracts

Special Purchase Option. On the EBO Date, Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice to Lessor and, if any Secured Certificates are then outstanding, the Indenture Trustee, to purchase the Aircraft on such date for a purchase price equal to [, at Lessee's option, either (a)] the Special Purchase Price [, or (b) the amount set forth under the heading "Initial Installment" on Exhibit B (the "Initial Installment") (payable on the EBO Date) plus the Remaining Installments]. In addition, if on such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) of the Participation Agreement and Section 2.13 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event Lessee has elected to pay the Special Purchase Price,] the Special Purchase Price [or (y) in the event Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] minus [in either event] (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due on the dates set forth under the heading "Remaining Installments" on Exhibit B (the "Remaining Installments"),] Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture [; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien shall be evidenced by this Lease, which after the date Lessor shall have transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandis, to secure the payment when due of the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates].

Appears in 4 contracts

Samples: Lease Agreement (Northwest Airlines Inc /Mn), Lease Agreement (Northwest Airlines Holdings Corp/Pred), Lease Agreement (Northwest Airlines Corp)

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Special Purchase Option. On the EBO Date, Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice to Lessor and, if any Secured Certificates are then outstanding, the Indenture Trustee, to purchase the Aircraft on such date for a purchase price equal to [, at Lessee's option, either (a)] the Special Purchase Price [, or (b) the amount set forth under the heading "Initial Installment" on Exhibit B (the "Initial Installment") (payable on the EBO Date) plus the Remaining Installments]Price. In addition, if on such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) of the Participation Agreement and Section 2.13 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event Lessee has elected to pay the Special Purchase Price,] the Special Purchase Price [or (y) in the event Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] minus [in either event] (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due on the dates set forth under the heading "Remaining Installments" on Exhibit B (the "Remaining Installments"),] Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture [; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien shall be evidenced by this Lease, which after the date Lessor shall have transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandis, to secure the payment when due of the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates]Indenture.

Appears in 3 contracts

Samples: Lease Agreement (Northwest Airlines Corp), Lease Agreement (Northwest Airlines Corp), Lease Agreement (Northwest Airlines Corp)

Special Purchase Option. On the EBO Date, Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice to Lessor and, if any Secured Certificates are then outstanding, the Indenture Trustee, to purchase the Aircraft on such date for a purchase price equal to [, at Lessee's option, either (a)] the Special Purchase Price [, or (b) the amount set forth under the heading "Initial Installment" on Exhibit EXHIBIT B (the "Initial InstallmentINITIAL INSTALLMENT") (payable on the EBO Date) plus the Remaining Installments]. In addition, if on such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) of the Participation Agreement and Section 2.13 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event Lessee has elected to pay the Special Purchase Price,] the Special Purchase Price [or (y) in the event Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] minus [in either event] (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit EXHIBIT B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due on the dates set forth under the heading "Remaining Installments" on Exhibit EXHIBIT B (the "Remaining InstallmentsREMAINING INSTALLMENTS"),] Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture [; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien shall be evidenced by this Lease, which after the date Lessor shall have transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandisMUTATIS MUTANDIS, to secure the payment when due of the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates].

Appears in 1 contract

Samples: Lease Agreement (Northwest Airlines Corp)

Special Purchase Option. On ___________, 20__ (or, if ___________, 20__ is not a Business Day, the EBO DateBusiness Day immediately succeeding _____________, 20__), Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice to Lessor and, if any Secured Certificates are then outstanding, the Indenture Trustee, to purchase the Aircraft on such date for a purchase price equal to [, at Lessee's option, either (a)] the Special Purchase Price [, or (b) the amount set forth under the heading "Initial Installment" on Exhibit B (the "Initial Installment") (payable on the EBO Date) plus the Remaining Installments]Price. In addition, if on such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) of the Participation Agreement and Section 2.13 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event Lessee has elected to pay the Special Purchase Price,] the Special Purchase Price [or (y) in the event Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] minus [in either event] (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit EXHIBIT B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due on the dates set forth under the heading "Remaining Installments" on Exhibit B (the "Remaining Installments"),] Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture [; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien shall be evidenced by this Lease, which after the date Lessor shall have transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandis, to secure the payment when due of the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates]Indenture.

Appears in 1 contract

Samples: Lease Agreement (Northwest Airlines Corp)

Special Purchase Option. On the EBO Date, Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice to Lessor and, if any Secured Certificates are then outstanding, the Indenture Trustee, to purchase the Aircraft on such date for a purchase price equal to [to, at Lessee's option, either (a)] ) the Special Purchase Price [Price, payable on the EBO Date, or (b) the amount set forth under the heading "Initial Installment" on Exhibit B (the "Initial Installment") (payable on the EBO Date) plus the Remaining Installments]Installments (payable thereafter). In addition, if on such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) of the Participation Agreement and Section 2.13 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price or the Initial Installment, as the case may be, on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event Lessee has elected to pay the Special Purchase Price,] , the Special Purchase Price [or (y) in the event Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] Installment minus [in either event] event (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due on the dates set forth under the heading "Remaining Installments" on Exhibit B (the "Remaining Installments"),] , Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture [Indenture; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien lien (i) such shall be evidenced by this Lease, which after the date on Lessor shall have transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandis, to secure the payment when due of the Remaining Installments -- provision may Installments, and (ii) shall be utilized subordinate only if EBO Date occurs on or after maturity to the lien in favor of the Indenture Trustee in the event that Lessee shall have elected to assume the Secured Certificates]Certificates pursuant to Section 2.13 of the Trust Indenture.

Appears in 1 contract

Samples: Lease Agreement (Northwest Airlines Corp)

Special Purchase Option. On the EBO Date, Lessee shall have the optionmay, upon at least ninety (90) 90 days' irrevocable prior notice to Lessor and, if any Secured Certificates Equipment Notes are then outstanding, the Indenture Loan Trustee, to purchase the Aircraft on such date the EBO Date for a purchase price equal to to[, at Lessee's option, either (a)] the Special Purchase Price Price[, or (b) the amount set forth under the heading "Initial Installment" on Exhibit B B-1 (the "Initial Installment") (payable on the EBO Date) plus the Remaining Installments]. In addition, if on such date there shall be are any Secured Certificates Equipment Notes outstanding, Lessee shall have the option to assume, pursuant to Section 8(x6.01(k) of the Participation Agreement and Section 2.13 2.17 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event if Lessee has elected to pay the Special Purchase Price,] the Special Purchase Price [or (y) in the event if Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] minus [in either event] (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates Equipment Notes that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including actual and reasonable out-of-pocket costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due payable prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due payable on the dates set forth under the heading "Remaining Installments" on Exhibit B B-1 (the "Remaining Installments"),] Lessor will transfer to Lessee, without recourse or warranty (except as to the conveyance of whatever title was received from Lessee and as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates Equipment Notes are outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture Indenture[; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien shall be evidenced by this Lease, which after the date Lessor shall have has transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandis, to secure the payment when due of the Remaining Installments -- provision permitting utilization of Initial Installment and Remaining Installments may be utilized only if EBO Date occurs on or after maturity of Secured CertificatesEquipment Notes].

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

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Special Purchase Option. On the EBO Date, Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice to Lessor and, if any Secured Certificates are then outstanding, the Indenture Trustee, to purchase the Aircraft on such date for a purchase price equal to [, at Lessee's option, either (a)] the Special Purchase Price [, or (b) the amount set forth under the heading "Initial Installment" on Exhibit B B-1, which shall be in an amount at least sufficient to pay in full the outstanding Principal Amount of, and accrued but unpaid interest on, the Secured Certificates (the "Initial Installment") (payable on the EBO Date) plus the Remaining Installments]. In addition, if on such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) of the Participation Agreement and Section 2.13 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event Lessee has elected to pay the Special Purchase Price,] the Special Purchase Price [or (y) in the event Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] minus [in either event] (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due payable prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due on the dates set forth under the heading "Remaining Installments" on Exhibit B B-1 (the "Remaining Installments"),] Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture [; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien shall be evidenced by this Lease, which after the date Lessor shall have transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandis, to secure the payment when due of the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured CertificatesCertificates and satisfaction and discharge of the Trust Indenture].

Appears in 1 contract

Samples: Lease Agreement (Northwest Airlines Inc /Mn)

Special Purchase Option. On the EBO Date, Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice to Lessor and, if any Secured Certificates are then outstanding, the Indenture Trustee, to purchase the Aircraft on such date for a purchase price equal to [, at Lessee's option, either (a)] the Special Purchase Price [, or (b) the amount set forth under the heading "Initial Installment" on Exhibit B (the "Initial Installment") (payable on the EBO Date) plus the Remaining Installments]. In addition, if on such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) of the Participation Agreement and Section 2.13 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event Lessee has elected to pay the Special Purchase Price,] the Special Purchase Price [or (y) in the event Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] minus [in either event] (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due on the dates set forth under the heading "Remaining Installments" on Exhibit B (the "Remaining Installments"),] Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture [; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien shall be evidenced by this Lease, which after the date Lessor shall have transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandis, to secure the payment when due of the Remaining Installments -- Installments--provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates].

Appears in 1 contract

Samples: Lease Agreement (Northwest Airlines Inc /Mn)

Special Purchase Option. On January 2, 2014 (or, if January 2, 2014 is not a Business Day, the EBO DateBusiness Day immediately succeeding January 2, 2014), Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice to Lessor and, if any Secured Certificates are then outstanding, the Indenture Trustee, to purchase the Aircraft on such date for a purchase price equal to [, at Lessee's option, either (a)] the Special Purchase Price [, or (b) the amount set forth under the heading "Initial Installment" on Exhibit B (the "Initial Installment") (payable on the EBO Date) plus the Remaining Installments]Price. In addition, if on such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) of the Participation Agreement and Section 2.13 of the Trust Indenture, all of the obligations of Lessor under the Trust Indenture. If such assumption is made, in lieu of paying the Special Purchase Price on the EBO Date Lessee shall pay Lessor a purchase price equal to (I) [(x) in the event Lessee has elected to pay the Special Purchase Price,] the Special Purchase Price [or (y) in the event Lessee has elected to pay the Initial Installment and the Remaining Installments, the Initial Installment] minus [in either event] (II) an amount equal to principal of, and accrued but unpaid interest on, any Secured Certificates that are outstanding on such date. Upon such payment in full and payment of any other amounts then due hereunder (including costs or expenses of the Owner Participant in connection with such purchase, any installments of Basic Rent due prior to such date and, if Basic Rent is payable in arrears on such date as indicated on Exhibit B, on such date (but not any installment of Basic Rent due on such date if Basic Rent is payable in advance on such date), and all unpaid Supplemental Rent due on or prior to such date), [and, in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, after Lessee shall have provided Lessor with its undertaking to pay the amounts due on the dates set forth under the heading "Remaining Installments" on Exhibit B (the "Remaining Installments"),] Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft and under the Trust Indenture and, unless there shall be any Secured Certificates outstanding after such payment, exercise such rights as it has to cause the Aircraft to be released from the Lien of the Trust Indenture [; provided, however, that in the event that Lessee has elected to pay the Initial Installment and the Remaining Installments, Lessor shall retain a Lien on the Aircraft until the Remaining Installments, together with interest thereon at the Past Due Rate for any period from the date due to the date paid, are paid in full, which Lien shall be evidenced by this Lease, which after the date Lessor shall have transferred title to the Aircraft to Lessee shall be deemed terminated as a true lease and shall continue as a lease intended for security, mutatis mutandis, to secure the payment when due of the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates]Indenture.

Appears in 1 contract

Samples: Lease Agreement (Northwest Airlines Corp)

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