Common use of TERMINATION OF EXISTING FINANCING AGREEMENTS Clause in Contracts

TERMINATION OF EXISTING FINANCING AGREEMENTS. (a) The Existing Lease and Existing Sublease for the Aircraft shall be terminated, and each of the Existing Lessor and Lessee shall take such action to evidence such termination as Owner Trustee or Mortgagee shall reasonably request, including execution and delivery of a termination agreement for the Existing Lease and Existing Sublease in form and substance reasonably acceptable to Owner Trustee and satisfactory for filing with the FAA, and UCC-3 termination statements with respect to the termination of the Existing Lease and Existing Sublease. (b) The Aircraft, Aircraft Documents and other collateral shall be released from the Lien of the Existing Mortgage, and the Existing Lessor and Existing Mortgagee shall take such action to evidence such release as Owner Trustee, Mortgagee or Lessee shall reasonably request, including the execution and delivery of a Lien release with respect to the Existing Mortgage in form and substance reasonably acceptable to Owner Trustee, Mortgagee and Lessee and satisfactory for filing with the FAA, and UCC-3 termination statements with respect to the release of the Aircraft from the Lien of the Existing Mortgage. (c) The Existing Participation Agreement shall be terminated, effective as of the Closing, and the parties thereto shall have no further obligation thereunder except for Sections 7, 10, 11 and 12 thereof and for any breach of such Agreement arising prior to the Closing. (d) Existing Lessor shall refund to Lessee "Basic Rent" (as defined in the Existing Lease) paid in advance by Lessee attributable to periods on and after the Closing Date determined by multiplying such Basic Rent by a fraction, the numerator of which shall be the number of days remaining in the month in which the Closing Date occurs (from and including the Closing Date) and the denominator of which shall be the total number of days in such month.

TERMINATION OF EXISTING FINANCING AGREEMENTS. (a) The Existing Lease and Existing Sublease for the Aircraft shall be terminatedterminated in order to be replaced by the Lease and the Express Sublease, and each of the Existing Lessor and Lessee shall take such action to evidence such termination as Owner Trustee or Mortgagee shall reasonably request, including execution and delivery of a termination agreement for the Existing Lease and Existing Sublease in form and substance reasonably acceptable to Owner Trustee and satisfactory for filing with the FAA, and UCC-3 termination statements with respect to the termination of the Existing Lease and Existing Sublease. (b) The Aircraft, Aircraft Documents and other collateral shall be released from the Lien of the Existing Mortgage, and the Existing Lessor and Existing Mortgagee shall take such action to evidence such release as Owner Trustee, Mortgagee or Lessee shall reasonably request, including the execution and delivery of a Lien release with respect to the Existing Mortgage in form and substance reasonably acceptable to Owner Trustee, Mortgagee and Lessee and satisfactory for filing with the FAA, and UCC-3 termination statements with respect to the release of the Aircraft from the Lien of the Existing Mortgage. (c) The Existing Participation Agreement shall be terminated, effective as of the Closing, and the parties thereto shall have no further obligation thereunder except for Sections 7, 10, 10 and 11 and 12 thereof and for any breach of such Agreement arising prior to the Closing. (dc) Existing Lessor shall refund to Lessee "Basic Rent" (as defined in the Existing Lease) paid in advance by Lessee attributable to periods on and after the Closing Date determined by multiplying such Basic Rent by a fraction, the numerator of which shall be the number of days remaining in the month in which the Closing Date occurs (from and including the Closing Date) and the denominator of which shall be the total number of days in such month. (d) Airframe Manufacturer shall pay and discharge all applicable sales, use or similar Taxes, duties or fees assessed or levied by any federal, state, provincial or local taxing authority as a result of the replacement of the existing financing agreements with the Operative Agreements and the Express Sublease or issuance of the Equipment Notes contemplated by this Agreement. Owner Trustee and Lessee will cooperate in order to minimize Taxes applicable to the termination of the existing financing agreements or issuance of the Equipment Notes contemplated by this Agreement.

TERMINATION OF EXISTING FINANCING AGREEMENTS. (a) The Existing Lease and Existing Sublease for the Aircraft shall be terminatedterminated in order to be replaced by the Lease and the Express Sublease, and each of the Existing Lessor and Lessee shall take such action to evidence such termination as Owner Trustee or Mortgagee shall reasonably request, including execution and delivery of a termination agreement for the Existing Lease and Existing Sublease in form and substance reasonably acceptable to Owner Trustee and satisfactory for filing with the FAA, and UCC-3 termination statements with respect to the termination of the Existing Lease and Existing Sublease. (b) The Aircraft, Aircraft Documents and other collateral shall be released from the Lien of the Existing Mortgage, and the Existing Lessor and Existing Mortgagee shall take such action to evidence such release as Owner Trustee, Mortgagee or Lessee shall reasonably request, including the execution and delivery of a Lien release with respect to the Existing Mortgage in form and substance reasonably acceptable to Owner Trustee, Mortgagee and Lessee and satisfactory for filing with the FAA, and UCC-3 termination statements with respect to the release of the Aircraft from the Lien of the Existing Mortgage. (c) The Existing Participation Agreement shall be terminated, effective as of the Closing, and the parties thereto shall have no further obligation thereunder except for Sections 7, 10, 10 and 11 and 12 thereof and for any breach of such Agreement arising prior to the Closing. (dc) Existing Lessor shall refund to Lessee "“Basic Rent" ” (as defined in the Existing Lease) paid in advance by Lessee attributable to periods on and after the Closing Date determined by multiplying such Basic Rent by a fraction, the numerator of which shall be the number of days remaining in the month in which the Closing Date occurs (from and including the Closing Date) and the denominator of which shall be the total number of days in such month. (d) Airframe Manufacturer shall pay and discharge all applicable sales, use or similar Taxes, duties or fees assessed or levied by any federal, state, provincial or local taxing authority as a result of the replacement of the existing financing agreements with the Operative Agreements and the Express Sublease or issuance of the Equipment Notes contemplated by this Agreement. Owner Trustee and Lessee will cooperate in order to minimize Taxes applicable to the termination of the existing financing agreements or issuance of the Equipment Notes contemplated by this Agreement.