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].

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.

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.

Special Purchase Option. On (a) So long as no Default with respect to the EBO payment of rent or any other sum hereunder then exists hereunder and the Term has not been earlier terminated, upon at least thirty (30) days' but not more than two hundred seventy (270) days' prior written irrevocable notice to Lessor, Lessee may purchase all (but not less than all) of the Equipment described on any Schedule designated as Series A on an AS IS BASIS, on the FMV Special Purchase Option Date specified in the applicable Schedule, for cash equal to the FMV Special Purchase Option Price of such Equipment (as specified in the applicable Schedule). Lessor and Lessee agree that the FMV Special Purchase Option Price is a reasonable prediction of the Fair Market Value of such Equipment at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of such Equipment, then at the time of such option being exercised, Lessor and Lessee shall adjust the FMV Special Purchase Option Price to reflect any addition to the price anticipated to result from such improvement. (b) If Lessee exercises the option specified in Paragraph (a) hereof, then on the FMV Special Purchase Option Date, Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice pay to Lessor andany accrued but unpaid rent then due (expressly excluding the rent due on the next succeeding Rent Payment Date) and any other sums due and unpaid on the FMV Special Purchase Option Date, if together with the FMV Special Purchase Option Price, plus all applicable sales taxes, in immediately available funds. (c) If, at any Secured Certificates are then outstandingtime during the Term, Lessee determines that it wishes to terminate production at the Indenture TrusteeEquipment Location specified on a Schedule designated as Series A, and to cannibalize the production line by relocating items of the Equipment to other Lessee production facilities on a piece-meal basis (without relocating the entire production line), Lessee shall provide notice thereof to Lessor. (1) Lessee shall terminate the lease as to al items of the Equipment at the Equipment Location specified on a Schedule designated as Series A, which Lessee does not intend to relocate, such termination to be effective as of the nextRent Payment Date (the "Special Termination Date"). On the Special Termination Date, Lessee shall purchase all such times of the Aircraft Equipment which Lessee does not intend to relocate on such date an AS IS BASIS for a purchase price cash equal to [, at Lessee's option, either the greater of (a)] ) the Special Purchase Price [then Termination Value, 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 additionthen Fair Market Value, if on of all such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) items of the Participation Agreement and Section 2.13 of the Trust IndentureEquipment (plus all applicable taxes), together with 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 rental other amounts then due hereunder (including costs or expenses with respect to all such items of the Owner Participant in Equipment. At Lessor's sole discretion, if requested by Lessee, Lessee may nevertheless continue the lease with respect to the items s of the Equipment which remain at the Equipment Location specified on a Schedule designated as Series A as to which Lessee has terminated production, even though Lessee may discontinue use of such items of the Equipment. In connection with any such continued lease, Lessee shall provide to Lessor such documents and instruments as reasonably may be required by Lessor. (2) Notwithstanding the foregoing, Lessee shall continue the lease as to al times of the Equipment which are to be or have been relocated by Lessee. In connection with such purchasecontinued lease at any such new location, any installments of Basic Rent due prior Lessee shall provide to Lessor such date and, if Basic Rent is payable documents and instruments as reasonably may be required by Lessor. (t) 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 dateSection XX(c), 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 fourth sentence is deleted 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 following inserted in lieu thereof: "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 All notices required 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 given hereunder shall be deemed terminated as a true lease and shall continue as a lease intended for securityadequately given if sent by certified mail, mutatis mutandisor delivered in person or by overnight courier service, to secure the payment when due of the Remaining Installments -- provision addressee at its address stated herein, or at such other place as such addressee may be utilized only if EBO Date occurs on or after maturity of Secured Certificates]have designated in writing."

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.

Special Purchase Option. On (a) So long as no Default with respect to the EBO payment of rent or any other sum hereunder then exists hereunder and the Term has not been earlier terminated, upon at least thirty (30) days' but not more than two hundred seventy (270) days' prior written irrevocable notice to Lessor, Lessee may purchase all (but not less than all) of the Equipment described on any Schedule designated as Series A on an AS IS BASIS, on the FMV Special Purchase Option Date specified in the applicable Schedule, for cash equal to the FMV Special Purchase Option Price of such Equipment (as specified in the applicable Schedule). Lessor and Lessee agree that the FMV Special Purchase Option Price is a reasonable prediction of the Fair Market Value of such Equipment at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of such Equipment, then at the time of such option being exercised, Lessor and Lessee shall adjust the FMV Special Purchase Option Price to reflect any addition to the price anticipated to result from such improvement. (b) If Lessee exercises the option specified in Paragraph (a) hereof, then on the FMV Special Purchase Option Date, Lessee shall have pay to Lessor any accrued but unpaid rent then due (expressly excluding the optionrent due on the next succeeding Rent Payment Date) and any other sums due and unpaid on the FMV Special Purchase Option Date, together with the FMV Special Purchase Option Price, plus all applicable sales taxes, in immediately available funds. (c) If, at any time during the Term, Lessee determines that it wishes to terminate production at the Equipment Location specified on a Schedule designated as Series A and to cannibalize the production line by relocating items of the Equipment to other Lessee production facilities on a piece-meal basis (without relocating the entire production line), Lessee shall provide notice thereof to Lessor and, so long as no Default exists hereunder, Lessee shall terminate the lease as to all (but not less than all) items of the Equipment at such Equipment Location, as of the next Rent Payment Date (the 'Special Termination Date') upon at least ninety (90) days' irrevocable prior written notice to Lessor andLessor. On the Special Termination Date, if any Secured Certificates are then outstanding, Lessee shall purchase all (but not less all such items of the Indenture Trustee, to purchase the Aircraft Equipment on such date an AS IS BASIS for a purchase price cash equal to [, at Lessee's option, either the greater of (a)] 1) the Special Purchase Price [then Termination Value, or (b2) 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 additionthen Fair Market Value, if on of such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) items of the Participation Agreement Equipment (plus all applicable sales taxes), together with all rent 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 with respect to such items of the Owner Participant Equipment. At Lessor's sole discretion, if requested by Lessee, in lieu of terminating the lease Lessee may continue the lease as to certain items of the Equipment which have been relocated by Lessee in connection with the termination of production at the Equipment Location and/or may continue the lease with respect to certain items of the Equipment which remain at the Equipment Location on the applicable Schedule as to which Lessee has terminated production even though Lessee may discontinue use of such purchaseitems of the Equipment. In connection with any such continued lease, any installments of Basic Rent due prior Lessee shall provide to Lessor such date and, if Basic Rent is payable documents and instruments as reasonably may be required by Lessor. (t) 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 dateSection XX(c), 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 fourth sentence is deleted 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 following inserted in lieu thereof: "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 All notices required 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 given hereunder shall be deemed terminated as a true lease and shall continue as a lease intended for securityadequately given if sent by certified mail, mutatis mutandisor delivered in person or by overnight courier service, to secure the payment when due of addressee at its address stated herein, or at such other place as such addressee may have designated in writing." (u) Section XX is hereby amended by inserting the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates].following Subsections at the end thereof:

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].

Special Purchase Option. On (a) So long as no Default with respect to the EBO payment of rent or any other sum hereunder then exists hereunder and the Term has not been earlier terminated, upon at least thirty (30) days' but not more than two hundred seventy (270) days' prior written irrevocable notice to Lessor, Lessee may purchase all (but not less than all) of the Equipment described on any Schedule designated as Series A on an AS IS BASIS, on the FMV Special Purchase Option Date specified in the applicable Schedule, for cash equal to the FMV Special Purchase Option Price of such Equipment (as specified in the applicable Schedule). Lessor and Lessee agree that the FMV Special Purchase Option Price is a reasonable prediction of the Fair Market Value of such Equipment at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of such Equipment, then at the time of such option being exercised, Lessor and Lessee shall adjust the FMV Special Purchase Option Price to reflect any addition to the price anticipated to result from such improvement. (b) If Lessee exercises the option specified in Paragraph (a) hereof, then on the FMV Special Purchase Option Date, Lessee shall have pay to Lessor any accrued but unpaid rent then due (expressly excluding the optionrent due on the next succeeding Rent Payment Date) and any other sums due and unpaid on the FMV Special Purchase Option Date, together with the FMV Special Purchase Option Price, plus all applicable sales taxes, in immediately available funds. (c) If, at any time during the Term, Lessee determines that it wishes to terminate production at the Equipment Location specified on a Schedule designated as Series A and to cannibalize the production line by relocating items of the Equipment to other Lessee production facilities on a piece-meal basis (without relocating the entire production line), Lessee shall provide notice thereof to Lessor and, so long as no Default exists hereunder, Lessee shall terminate the lease as to all (but not less than all) items of the Equipment at such Equipment Location, as of the next Rent Payment Date (the 'Special Termination Date') upon at least ninety (90) days' irrevocable prior written notice to Lessor andLessor. On the Special Termination Date, if any Secured Certificates are then outstanding, Lessee shall purchase all (but not less all such items of the Indenture Trustee, to purchase the Aircraft Equipment on such date an AS IS BASIS for a purchase price cash equal to [, at Lessee's option, either the greater of (a)] 1) the Special Purchase Price [then Termination Value, or (b2) 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 additionthen Fair Market Value, if on of such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) items of the Participation Agreement Equipment (plus all applicable sales taxes), together with all rent 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 with respect to such items of the Owner Participant Equipment. At Lessor's sole discretion, if requested by Lessee, in lieu of terminating the lease Lessee may continue the lease as to certain items of the Equipment which have been relocated by Lessee in connection with the termination of production at the Equipment Location and/or may continue the lease with respect to certain items of the Equipment which remain at the Equipment Location on the applicable Schedule as to which Lessee has terminated production even though Lessee may discontinue use of such purchaseitems of the Equipment. In connection with any such continued lease, any installments of Basic Rent due prior Lessee shall provide to Lessor such date and, if Basic Rent is payable documents and instruments as reasonably may be required by Lessor. (s) 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 dateSection XX(c), 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 fourth sentence is deleted 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 following inserted in lieu thereof: "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 All notices required 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 given hereunder shall be deemed terminated as a true lease and shall continue as a lease intended for securityadequately given if sent by certified mail, mutatis mutandisor delivered in person or by overnight courier service, to secure the payment when due of addressee at its address stated herein, or at such other place as such addressee may have designated in writing." (t) Section XX is hereby amended by inserting the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates].following Subsections at the end thereof:

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].

Special Purchase Option. On (a) So long as no Default with respect to the EBO payment of rent or any other sum hereunder then exists hereunder and the Term has not been earlier terminated, upon at least thirty (30) days' but not more than two hundred seventy (270) days' prior written irrevocable notice to Lessor, Lessee may purchase all (but not less than all) of the Equipment described on any Schedule designated as Series A on an AS IS BASIS, on the FMV Special Purchase Option Date specified in the applicable Schedule, for cash equal to the FMV Special Purchase Option Price of such Equipment (as specified in the applicable Schedule). Lessor and Lessee agree that the FMV Special Purchase Option Price is a reasonable prediction of the Fair Market Value of such Equipment at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of such Equipment, then at the time of such option being exercised, Lessor and Lessee shall adjust the FMV Special Purchase Option Price to reflect any addition to the price anticipated to result from such improvement. (b) If Lessee exercises the option specified in Paragraph (a) hereof, then on the FMV Special Purchase Option Date, Lessee shall have pay to Lessor any accrued but unpaid rent then due (expressly excluding the optionrent due on the next succeeding Rent Payment Date) and any other sums due and unpaid on the FMV Special Purchase Option Date, together with the FMV Special Purchase Option Price, plus all applicable sales taxes, in immediately available funds. (c) If, at any time during the Term, Lessee determines that it wishes to terminate production at the Equipment Location specified on a Schedule designated as Series A and to cannibalize the production line by relocating items of the Equipment to other Lessee production facilities on a piece- meal basis (without relocating the entire production line), Lessee shall provide notice thereof to Lessor and, so long as no Default exists hereunder, Lessee shall terminate the lease as to all items of the Equipment at such Equipment Location, as of the next Rent Payment Date (the 'Special Termination Date') upon at least ninety (90) days' irrevocable prior written notice to Lessor andLessor. On the Special Termination Date, if any Secured Certificates are then outstanding, Lessee shall purchase all such items of the Indenture Trustee, to purchase the Aircraft Equipment on such date an AS IS BASIS for a purchase price cash equal to [, at Lessee's option, either the greater of (a)] 1) the Special Purchase Price [then Termination Value, or (b2) 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 additionthen Fair Market Value, if on of such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) items of the Participation Agreement Equipment (plus all applicable sales taxes), together with all rent 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 with respect to such items of the Owner Participant Equipment. At Lessor's sole discretion, if requested by Lessee, in lieu of terminating the lease Lessee may continue the lease as to certain items of the Equipment which have been relocated by Lessee in connection with the termination of production at the Equipment Location and/or may continue the lease with respect to certain items of the Equipment which remain at the Equipment Location on the applicable Schedule as to which Lessee has terminated production even though Lessee may discontinue use of such purchaseitems of the Equipment. In connection with any such continued lease, any installments of Basic Rent due prior Lessee shall provide to Lessor such date and, if Basic Rent is payable documents and instruments as reasonably may be required by Lessor. (t) 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 dateSection XX(c), 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 fourth sentence is deleted 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 following inserted in lieu thereof: "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 All notices required 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 given hereunder shall be deemed terminated as a true lease and shall continue as a lease intended for securityadequately given if sent by certified mail, mutatis mutandisor delivered in person or by overnight courier service, to secure the payment when due of addressee at its address stated herein, or at such other place as such addressee may have designated in writing." (u) Section XX is hereby amended by inserting the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates].following Subsections at the end thereof:

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].

Special Purchase Option. On (a) So long as no Default with respect to the EBO payment of rent or any other sum hereunder then exists hereunder and the Term has not been earlier terminated, upon at least thirty (30) days' but not more than two hundred seventy (270) days' prior written irrevocable notice to Lessor, Lessee may purchase all (but not less than all) of the Equipment described on any Schedule designated as Series A on an AS IS BASIS, on the FMV Special Purchase Option Date specified in the applicable Schedule, for cash equal to the FMV Special Purchase Option Price of such Equipment (as specified in the applicable Schedule). Lessor and Lessee agree that the FMV Special Purchase Option Price is a reasonable prediction of the Fair Market Value of such Equipment at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of such Equipment, then at the time of such option being exercised, Lessor and Lessee shall adjust the FMV Special Purchase Option Price to reflect any addition to the price anticipated to result from such improvement. (b) If Lessee exercises the option specified in Paragraph (a) hereof, then on the FMV Special Purchase Option Date, Lessee shall have pay to Lessor any accrued but unpaid rent then due (expressly excluding the optionrent due on the next succeeding Rent Payment Date) and any other sums due and unpaid on the FMV Special Purchase Option Date, together with the FMV Special Purchase Option Price, plus all applicable sales taxes, in immediately available funds. (c) If, at any time during the Term, Lessee determines that it wishes to terminate production at the Equipment Location specified on a Schedule designated as Series A and to cannibalize the production line by relocating items of the Equipment to other Lessee production facilities on a piece-meal basis (without relocating the entire production line), Lessee shall provide notice thereof to Lessor and, so long as no Default exists hereunder, Lessee shall terminate the lease as to all items of the Equipment at such Equipment Location, as of the next Rent Payment Date (the 'Special Termination Date') upon at least ninety (90) days' irrevocable prior written notice to Lessor andLessor. On the Special Termination Date, if any Secured Certificates are then outstanding, Lessee shall purchase all such items of the Indenture Trustee, to purchase the Aircraft Equipment on such date an AS IS BASIS for a purchase price cash equal to [, at Lessee's option, either the greater of (a)] 1) the Special Purchase Price [then Termination Value, or (b2) 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 additionthen Fair Market Value, if on of such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) items of the Participation Agreement Equipment (plus all applicable sales taxes), together with all rent 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 with respect to such items of the Owner Participant Equipment. At Lessor's sole discretion, if requested by Lessee, in lieu of terminating the lease Lessee may continue the lease as to certain items of the Equipment which have been relocated by Lessee in connection with the termination of production at the Equipment Location and/or may continue the lease with respect to certain items of the Equipment which remain at the Equipment Location on the applicable Schedule as to which Lessee has terminated production even though Lessee may discontinue use of such purchaseitems of the Equipment. In connection with any such continued lease, any installments of Basic Rent due prior Lessee shall provide to Lessor such date and, if Basic Rent is payable documents and instruments as reasonably may be required by Lessor. (s) 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 dateSection XX(c), 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 fourth sentence is deleted 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 following inserted in lieu thereof: "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 All notices required 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 given hereunder shall be deemed terminated as a true lease and shall continue as a lease intended for securityadequately given if sent by certified mail, mutatis mutandisor delivered in person or by overnight courier service, to secure the payment when due of addressee at its address stated herein, or at such other place as such addressee may have designated in writing." (t) Section XX is hereby amended by inserting the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates].following Subsections at the end thereof:

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].

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.

Special Purchase Option. On (a) The provisions of this Section XXIII and the EBO option provided herein shall be applicable to and exercisable with respect to all Schedules executed pursuant to this Agreement during, respectively, (1) the Initial Commitment Period, and (2) any Additional Commitment Period as to which the same Person is the "Lessor" (either by being specified as the Lessor upon execution of the Schedule or by assignment from the originally specified Lessor). Provided that Lessee is not than in Default under Section XII(a)(1) of this Agreement and the Term has not been earlier terminated, Lessee may upon at least thirty (30) days' but not more than two hundred seventy (270) days' prior written irrevocable notice to Lessor, purchase all (but not less than all) of the Equipment described in such Applicable Schedules on an AS IS BASIS, on the FMV Special Purchase Option Date specified in such Schedule, for cash equal to the FMV Special Purchase Option Price of such Equipment (as specified in such Schedule). Lessor and Lessee agree that the FMV Special Purchase Option Price is a reasonable prediction of the Fair Market Value of the Equipment at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non- severable improvement to the Equipment which increases the value of the Equipment, then at the time of such option being exercised, Lessor and Lessee shall adjust the FMV Special Purchase Option Price to reflect any addition to the price anticipated to result from such improvement. (b) If Lessee exercises the option specified in Paragraph (a) hereof, then on the FMV Special Purchase Option Date, Lessee shall have the option, upon at least ninety (90) days' irrevocable prior notice pay 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 onRent then due and any other sums due and unpaid on the FMV Special Purchase Option Date, any Secured Certificates together with the FMV Special Purchase Option Price, plus all applicable sales taxes, in cash. (c) If Lessee elects to purchase items of the Equipment pursuant to the option specified in this Section XXIII, and satisfies all of its obligations with respect to such option as specified herein, Lessor shall execute and deliver to Lessee a xxxx of sale with respect to such Equipment, conveying title thereto on an AS-IS BASIS (except that are outstanding on such date. Upon such payment in full Lessor will warrant that the Equipment is free and payment clear 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].

Special Purchase Option. On (a) So long as no Default with respect to the EBO payment of rent or any other sum hereunder then exists hereunder and the Term has not been earlier terminated, upon at least thirty (30) days' but not more than two hundred seventy (270) days' prior written irrevocable notice to Lessor, Lessee may purchase all (but not less than all) of the Equipment described on any Schedule designated as Series A on an AS IS BASIS, on the FMV Special Purchase Option Date specified in the applicable Schedule, for cash equal to the FMV Special Purchase Option Price of such Equipment (as specified in the applicable Schedule). Lessor and Lessee agree that the FMV Special Purchase Option Price is a reasonable prediction of the Fair Market Value of such Equipment at the time the option is exercisable. Lessor and Lessee agree that if Lessee makes any non-severable improvement to the Equipment which increases the value of such Equipment, then at the time of such option being exercised, Lessor and Lessee shall adjust the FMV Special Purchase Option Price to reflect any addition to the price anticipated to result from such improvement. (b) If Lessee exercises the option specified in Paragraph (a) hereof, then on the FMV Special Purchase Option Date, Lessee shall have pay to Lessor any accrued but unpaid rent then due (expressly excluding the optionrent due on the next succeeding Rent Payment Date) and any other sums due and unpaid on the FMV Special Purchase Option Date, together with the FMV Special Purchase Option Price, plus all applicable sales taxes, in immediately available funds. (c) If, at any time during the Term, Lessee determines that it wishes to terminate production at the Equipment Location specified on a Schedule designated as Series A and to cannibalize the production line by relocating items of the Equipment to other Lessee production facilities on a piece-meal basis (without relocating the entire production line), Lessee shall provide notice thereof to Lessor and, so long as no Default exists hereunder, Lessee shall terminate the lease as to all items of the Equipment at such Equipment Location, as of the next Rent Payment Date (the 'Special Termination Date') upon at least ninety (90) days' irrevocable prior written notice to Lessor andLessor. On the Special Termination Date, if any Secured Certificates are then outstanding, Lessee shall purchase all such items of the Indenture Trustee, to purchase the Aircraft Equipment on such date an AS IS BASIS for a purchase price cash equal to [, at Lessee's option, either the greater of (a)] 1) the Special Purchase Price [then Termination Value, or (b2) 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 additionthen Fair Market Value, if on of such date there shall be any Secured Certificates outstanding, Lessee shall have the option to assume, pursuant to Section 8(x) items of the Participation Agreement Equipment (plus all applicable sales taxes), together with all rent 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 with respect to such items of the Owner Participant Equipment. At Lessor's sole discretion, if requested by Lessee, in lieu of terminating the lease Lessee may continue the lease as to certain items of the Equipment which have been relocated by Lessee in connection with the termination of production at the Equipment Location and/or may continue the lease with respect to certain items of the Equipment which remain at the Equipment Location on the applicable Schedule as to which Lessee has terminated production even though Lessee may discontinue use of such purchaseitems of the Equipment. In connection with any such continued lease, any installments of Basic Rent due prior Lessee shall provide to Lessor such date and, if Basic Rent is payable documents and instruments as reasonably may be required by Lessor. (t) 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 dateSection XX(c), 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 fourth sentence is deleted 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 following inserted in lieu thereof: "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 All notices required 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 given hereunder shall be deemed terminated as a true lease and shall continue as a lease intended for securityadequately given if sent by certified mail, mutatis mutandisor delivered in person or by overnight courier service, to secure the payment when due of addressee at its address stated herein, or at such other place as such addressee may have designated in writing." (u) Section XX is hereby amended by inserting the Remaining Installments -- provision may be utilized only if EBO Date occurs on or after maturity of Secured Certificates].following Subsections at the end thereof: