Termination of Purchase Agreement by Manufacturer. Manufacturer agrees ------------------------------------------------- that upon termination of the Purchase Agreement with respect to the rights related to any one or more of the Aircraft, (i) it shall give Assignee written notice of such termination; and (ii) Assignee shall have the right, within ten (10) business days of receipt of such notice, subject to the provisions of Paragraph 4 of this Consent, to give Manufacturer written notice of its irrevocable decision to assume all of the obligations of "Customer" under the terminated Purchase Agreement insofar as it relates to any or all of the Aircraft by entering into a substitute purchase agreement with Manufacturer, relating to such Aircraft on terms and conditions substantially equivalent to those set out in the Purchase Agreement. If Assignee does so notify Manufacturer and enter into a substitute purchase agreement, then, subject to the terms of the Collateral Assignment and Paragraphs 4 and 7 of this Consent, Assignee shall be entitled to make all demands, give all notices, take all actions and exercise all rights of Customer under and subject to the substitute purchase agreement. If no notice from Assignee is timely received, Midway and Assignee will be deemed to have waived all rights thereto. In such case, Manufacturer shall be entitled but not obliged to purchase from Assignee or Midway, as applicable, all buyer furnished equipment related to the terminated Aircraft under the Purchase Agreement, in which Assignee or Midway, as appropriate, has title or an uncontested right to title.
