Common use of Termination Value Clause in Contracts

Termination Value. The amounts which are payable during any Renewal Term or any Additional Renewal Term in respect of Termination Value and Event of Default Termination Value with respect to the Aircraft shall take into account the fair market sales value (as computed pursuant to SECTION 19(c)) of the Aircraft as of the commencement of such Renewal Term or such Additional Renewal Term and the fair market sales value (as computed pursuant to SECTION 19(c)) at the end of such Renewal Term or such Additional Renewal Term and shall decline ratably on a monthly basis and shall be in the amounts set forth in EXHIBIT C-2 to this Lease (as EXHIBIT C-2 to this Lease shall be agreed upon by Lessor and Lessee and incorporated in this Lease (in the case of such Renewal Term) or amended (in the case of such Additional Renewal Term) at the time such Renewal Term or such Additional Renewal Term commences) or, if applicable, in accordance with SECTION 7(a)(i) of the Tax Indemnity Agreement, SCHEDULE B to the Tax Indemnity Agreement (as SCHEDULE B to the Tax Indemnity Agreement shall be agreed upon by Lessor and Lessee and amended at the time such Renewal Term or such Additional Renewal Term commences). (ii) The second paragraph of Section 19(b) of the Lease is amended to read in its entirety as follows: Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder or under the other Operative Documents (including all Basic Rent due prior to (but not on) the Purchase Option Date and all Supplemental Rent due prior to and on the Purchase Date and all reasonable costs or expenses of Lessor (if any) in connection with such purchase), Lessor will transfer to Lessee all of Lessor's right, title and interest in and to the Aircraft, in accordance with the provisions of SECTION 9(c). (m) AMENDMENT OF SECTION 20. Section 20 of the Lease is amended by changing the last sentence thereof to read in its entirety as follows: Upon payment to Lessor in immediately available funds in Dollars of the full amount of the Burdensome Buyout Price and payment of any other amounts then due hereunder or under the other Operative Documents (including all Basic Rent due prior to (but not on) such purchase date and all Supplemental Rent due prior to and on such purchase date and all reasonable costs or expenses of Lessor (if any) in connection with such purchase), Lessor will transfer to Lessee all of Lessor's right, title and interest in and to the Aircraft, in accordance with the provisions of SECTION 9(c). (n) AMENDMENT OF SECTION 28. Section 28 of the Lease is amended by deleting the last sentence thereof. (o) AMENDMENT OF SECTION 29. Section 29 of the Lease is amended by changing the first clause of the first sentence thereof (preceding the word "except" which appears therein) to read as follows: "Lessee and Lessor shall keep EXHIBITS B, B-l, B-4, C-l, C-2 and D and ANNEX B to this Lease and the Tax In▇▇▇nity Ag▇▇▇ment confidential and shall not disclose, or cause to be disclosed, the same to any Person." (p) AMENDMENT OF EXHIBIT B-1. Exhibit B-l to the Lease is amended and restated to read in its entirety ▇▇ set forth on Exhibit I to this Agreement (other than the first page thereof). (q) AMENDMENT OF EXHIBITS B-2 AND B-3. Exhibits B-2 and B-3 to the Lease are amended by substituting for the entire text of each such Exhibit the words "Intentionally Omitted". (r) AMENDMENT OF EXHIBIT C. Exhibit C to the Lease is amended by (i) re-lettering such Exhibit as Exhibit C-l to the Lease, and (ii) changing the text thereof to read in its entirety as set forth on Exhibit II to this Agreement (other than the first page thereof). (s) AMENDMENT OF EXHIBIT D. Exhibit D to the Lease is amended and restated to read in its entirety as set forth on Exhibit III to this Agreement (other than the first page thereof).

Termination Value. The amounts which are payable during any Renewal Term or any Additional Renewal Term in respect of Termination Value and Event of Default Termination Value with respect to the Aircraft shall take into account the fair market sales value (as computed pursuant to SECTION 19(c)) of the Aircraft as of the commencement of such Renewal Term or such Additional Renewal Term and the fair market sales value (as computed pursuant to SECTION 19(c)) at the end of such Renewal Term or such Additional Renewal Term and shall decline ratably on a monthly basis and shall be in the amounts set forth in EXHIBIT C-2 to this Lease (as EXHIBIT C-2 to this Lease shall be agreed upon by Lessor and Lessee and incorporated in this Lease (in the case of such Renewal Term) or amended (in the case of such Additional Renewal Term) at the time such Renewal Term or such Additional Renewal Term commences) or, if applicable, in accordance with SECTION 7(a)(i) of the Tax Indemnity Agreement, SCHEDULE B to the Tax Indemnity Agreement (as SCHEDULE B to the Tax Indemnity Agreement shall be agreed upon by Lessor and Lessee and amended at the time such Renewal Term or such Additional Renewal Term commences). (ii) The second paragraph of Section 19(b) of the Lease is amended to read in its entirety entirely as follows: Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder or under the other Operative Documents (including all Basic Rent due prior to (but not on) the Purchase Option Date and all Supplemental Rent due prior to and on the Purchase Date and all reasonable costs or expenses of Lessor (if any) in connection with such purchase), Lessor will transfer to Lessee all of Lessor's right, title and interest in and to the Aircraft, in accordance with the provisions of SECTION 9(c). (m) AMENDMENT OF SECTION 20. Section 20 of the Lease is amended by changing the last sentence thereof to read in its entirety as follows: Upon payment to Lessor in immediately available funds in Dollars of the full amount of the Burdensome Buyout Price and payment of any other amounts then due hereunder or under the other Operative Documents (including all Basic Rent due prior to (but not on) such purchase date and all Supplemental Rent due prior to and on such purchase date and all reasonable costs or expenses of Lessor (if any) in connection with such purchase), Lessor will transfer to Lessee all of Lessor's right, title and interest in and to the Aircraft, in accordance with the provisions of SECTION 9(c). (n) AMENDMENT OF SECTION 28. Section 28 of the Lease is amended by deleting the last sentence thereof. (o) AMENDMENT OF SECTION 29. Section 29 of the Lease is amended by changing the first clause of the first sentence thereof (preceding the word "except" which appears therein) to read as follows: "Lessee and Lessor shall keep EXHIBITS B, B-lB-1, B-4, C-l, C-1 and C-2 and D and ANNEX B to this Lease and the Tax In▇▇▇ ▇▇▇nity Ag▇▇▇▇▇▇ ▇▇▇▇▇ment confidential and shall not disclose, or cause to be disclosed, the same to any Person,"." (p) AMENDMENT OF EXHIBIT B-1. Exhibit B-l to the Lease is amended and restated to read in its entirety as ▇▇ set ▇t forth on Exhibit I to this Agreement (other than the first page thereof). (q) AMENDMENT OF EXHIBITS B-2 AND B-3. Exhibits EXHIBITS B-2 and B-3 to the Lease are amended by substituting for the entire text of each such Exhibit the words "Intentionally Omitted". (r) AMENDMENT OF EXHIBIT C. Exhibit C to the Lease is amended by (i) re-lettering such Exhibit as Exhibit C-l EXHIBIT C-1 to the Lease, and (ii) changing the text thereof to read in its entirety as set forth on Exhibit II to this Agreement (other than the first page thereof). (s) AMENDMENT OF EXHIBIT D. Exhibit D to the Lease is amended and restated to read in its entirety as set forth on Exhibit III to this Agreement (other than the first page thereof).