Common use of Termination of Indenture Clause in Contracts

Termination of Indenture. (a) Upon (or at any time after): (i) payment in full of the principal amount, Make-Whole Amount, if any, and interest on and all other amounts due under all Equipment Notes and provided that there shall then be no other Secured Obligations due to Noteholders, Indenture Indemnitees and Loan Trustee hereunder or under the Participation Agreement; or (ii) the 91st day after there has been irrevocably deposited (except as provided in Section 2.15 or 10.01(d)) with Loan Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of Noteholders: (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date of any payment referred to below in this paragraph) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to Loan Trustee, to pay in full the outstanding principal amount of and interest on all the Equipment Notes then outstanding on the dates such amounts are due; provided, however, that (1) Company has delivered to Loan Trustee an officer's certificate and an opinion of counsel to the effect that there has been a change in tax law since April 23, 2002 or has been published by the Internal Revenue Service a ruling to the effect that Noteholders and the holders of the Pass Through Certificates will not recognize income, gain or loss for United States Federal income tax purposes as a result of the exercise by Company of its option under this subsection (ii) and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercised; (2) all other amounts then due and payable hereunder have been paid; (3) Company has delivered to Loan Trustee an officer's certificate and an opinion of counsel (which may be internal counsel to Company), each stating that all conditions precedent to the satisfaction and discharge of this Indenture set forth in this Section 10.01 have been complied with; (4) such deposit will not result in a breach or violation of, or constitute an Event of Default under, this Indenture; (5) no Event of Default set forth in Sections 4.01(f), (g), (h) or (i) shall have occurred and be continuing on the date of such deposit or at any time during the period beginning on such date and ending on the 91st day after the date of such deposit; and (6) Company has delivered to Loan Trustee written confirmation from each of the Rating Agencies that such deposit, the resulting release and discharge of Company from its obligations under this Indenture and under the Equipment Notes and the release of the Aircraft and the balance of the Collateral from the Lien of this Indenture will not result in a reduction in the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates, without regard to the Policy (as defined in the Policy Provider Agreement); Company and Loan Trustee shall be deemed to have been released and discharged from their respective obligations hereunder and under the Equipment Notes and the security interest, mortgage lien and all other estate, right, title and interest granted by this Indenture shall cease and become null and void and all of the property, rights, interests and privileges granted as security for the Equipment Notes shall revert to and revest in Company without any other act or formality whatsoever, and Loan Trustee shall, upon the written request of Company, execute and deliver to, or as directed in writing by, Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Indenture together with such other instruments and documents as Company reasonably requests to give effect to the release and termination, and, in such event, this Indenture and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect; provided, however, that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by Loan Trustee of all property constituting part of the Collateral and the final distribution by Loan Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as otherwise provided above, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. Upon the deposit of the defeasance funds as described above, the right of Company to cause redemption of the Equipment Notes shall cease. (b) Notwithstanding the provisions of Section 10.01(a)(ii), the obligations of Loan Trustee contained in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.07, 2.08, 2.09, 2.13, 2.15, 2.16, 3.01, 10.01(c) and 10.01(d) of this Section 10.01, and the other rights, duties, immunities and privileges hereunder of Loan Trustee, shall survive. (c) All monies and U.S. Government Obligations deposited with Loan Trustee pursuant to Section 10.01(a)(ii) shall be held in trust and applied by it, in accordance with the provisions of the Equipment Notes and this Indenture, to the payment to Noteholders of all sums due and to become due thereon for principal and interest, but such money need not be segregated from other funds received pursuant hereto except to the extent required by law. (d) Loan Trustee shall promptly pay or return to Company upon request of Company any money or U.S. Government Obligations held by it at any time that are not required for the payment of the amounts described above in Section 10.01(c) on the Equipment Notes for which money or U.S. Government Obligations have been deposited pursuant to Section 10.01(a)(ii).

Termination of Indenture. (a) Upon (or at any time after): (i) payment in full of the principal amount, Make-Whole Amount, if any, and interest on and all other amounts due under all Equipment Notes and provided that there shall then be no other Secured Obligations due to the Noteholders, the Indenture Indemnitees and the Loan Trustee hereunder or under the Participation Agreement; or (ii) the 91st day after there has been irrevocably deposited (except as provided in Section 2.15 or 10.01(d)) with the Loan Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders: (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date of any payment referred to below in this paragraph) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Loan Trustee, to pay in full the outstanding principal amount of and interest on all the Equipment Notes then outstanding on the dates such amounts are due; provided, however, thatthat -55- 61 (1) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel to the effect that there has been a change in tax law since April 23November 7, 2002 2000 or has been published by the Internal Revenue Service a ruling to the effect that Noteholders and the holders of the Pass Through Certificates will not recognize income, gain or loss for United States Federal income tax purposes as a result of the exercise by the Company of its option under this subsection (ii) and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercised; (2) all other amounts then due and payable hereunder have been paid; (3) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel (which may be internal counsel to the Company), each stating that all conditions precedent to the satisfaction and discharge of this Indenture set forth in this Section 10.01 have been complied with; (4) such deposit will not result in a breach or violation of, or constitute an Event of Default under, this Indenture; (5) no Event of Default set forth in Sections 4.01(f), (g), (h) or (i) shall have occurred and be continuing on the date of such deposit or at any time during the period beginning on such date and ending on the 91st day after the date of such deposit; and (6) the Company has delivered to the Loan Trustee written confirmation from each of the Rating Agencies that such deposit, the resulting release and discharge of the Company from its obligations under this Indenture and under the Equipment Notes and the release of the Aircraft and the balance of the Collateral from the Lien of this Indenture will not result in a reduction in the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates, without regard to ; the Policy (as defined in the Policy Provider Agreement); Company and the Loan Trustee shall be deemed to have been released and discharged from their respective obligations hereunder and under the Equipment Notes and the security interest, mortgage lien and all other estate, right, title and interest granted by this Indenture shall cease and become null and void and all of the property, rights, interests and privileges granted as security for the Equipment Notes shall revert to and revest in the Company without any other act or formality whatsoever, and the Loan Trustee shall, upon the written request of the Company, execute and deliver to, or as directed in writing by, the Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Indenture together with such other instruments and documents as the Company reasonably requests to give effect to the release and termination, and, in such event, this Indenture and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect; provided, however, that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Loan Trustee of all property constituting part of the Collateral and the final distribution by the Loan Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as otherwise provided above, this Indenture and the -56- 62 trusts created hereby shall continue in full force and effect in accordance with the terms hereof. Upon the deposit of the defeasance funds as described above, the right of the Company to cause redemption of the Equipment Notes shall cease. (b) Notwithstanding the provisions of Section 10.01(a)(ii), the obligations of the Loan Trustee contained in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.07, 2.08, 2.09, 2.13, 2.15, 2.16, 3.01, 10.01(c) and 10.01(d) of this Section 10.01, and the other rights, duties, immunities and privileges hereunder of the Loan Trustee, shall survive. (c) All monies and U.S. Government Obligations deposited with the Loan Trustee pursuant to Section 10.01(a)(ii) shall be held in trust and applied by it, in accordance with the provisions of the Equipment Notes and this Indenture, to the payment to the Noteholders of all sums due and to become due thereon for principal and interest, but such money need not be segregated from other funds received pursuant hereto except to the extent required by law. (d) The Loan Trustee shall promptly pay or return to the Company upon request of the Company any money or U.S. Government Obligations held by it at any time that are not required for the payment of the amounts described above in Section 10.01(c) on the Equipment Notes for which money or U.S. Government Obligations have been deposited pursuant to Section 10.01(a)(ii).

Termination of Indenture. (a) Upon (or at any time after): (i) payment in full of the principal amount, Make-Whole Amount, if any, and interest on and all other amounts due under all Equipment Notes and provided that there shall then be no other Secured Obligations due to the Noteholders, the Indenture Indemnitees and the Loan Trustee hereunder or under the Participation Agreement; or; (ii) the 91st day after there has been irrevocably deposited (except as provided in Section 2.15 or 10.01(d)) with the Loan Trustee as funds in trust, specifically pledged as security 66 for, and dedicated solely to, the benefit of the Noteholders: , (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date of any payment referred to below in this paragraph) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Loan Trustee, to pay in full the outstanding principal amount of and interest on all the Equipment Notes then outstanding on the dates such amounts are due; provided, however, that (1) if any Equipment Note will become due more than one year after the deposit of such funds, the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel to the effect that there has been a change in tax law since April September 23, 2002 1999 or has been published by the Internal Revenue Service a ruling to the effect that Noteholders and the holders of the Pass Through Certificates will not recognize income, gain or loss for United States Federal income tax purposes as a result of the exercise by the Company of its option under this subsection (ii) and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercised; (2) all other amounts then due and payable hereunder have been paid; (3) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel (which may be internal counsel to Company)counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge of this Indenture set forth in contemplated by this Section 10.01 have been complied with; (4) such deposit will not result in a breach or violation of, or constitute an Event of Default under, this Indenture;Indenture or a default or event of default under any other agreement or instrument to which the Company is a party or by which it is bound; and (5) no Event of Default set forth in Sections 4.01(f), (g), (h) or (i) shall have occurred and be continuing on the date of such deposit or at any time during the period beginning on such date and ending on the 91st day after the date of such deposit; and (6) the Company has delivered to Loan Trustee written confirmation from each of the Rating Agencies that such deposit, the resulting release and discharge of Company from its obligations under this Indenture and under the Equipment Notes and the release of the Aircraft and the balance of the Collateral from the Lien of this Indenture will not result in a reduction in the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates, without regard to the Policy (as defined in the Policy Provider Agreement); Company and Loan Trustee shall be deemed to have been released and discharged from their respective obligations hereunder and under the Equipment Notes Notes, and the security interest, mortgage lien and all other estate, right, title and interest granted by this Indenture shall cease and become null and void and all of the property, rights, interests and privileges granted as security for the Equipment Notes shall revert to and revest in Company without any other act or formality whatsoever, and Loan Trustee shall, upon the written request of the Company, execute and deliver to, or as directed in writing by, the Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Indenture together with such other instruments and documents as Company reasonably requests to give effect to the release and terminationIndenture, and, in such event, this Indenture and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect; provided, however, that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Loan Trustee of all property constituting part of the Collateral and the final distribution by the Loan Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as otherwise provided above, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. Upon making of the deposit of the defeasance funds as described above, the right of the Company to cause redemption of the Equipment Notes shall cease. (b) Notwithstanding the provisions of Section 10.01(a)(ii), the obligations of the Loan Trustee contained in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.07, 2.08, 2.09, 2.13, 2.15, 2.16, 3.01, 10.01(c) and 10.01(d) of this Section 10.01, and the other rights, duties, immunities and privileges hereunder of the Loan Trustee, shall survive. (c) All monies and U.S. Government Obligations deposited with the Loan Trustee pursuant to Section 10.01(a)(ii) shall be held in trust and applied by it, in accordance with the provisions of the Equipment Notes and this Indenture, to the payment to the Noteholders of all sums due and to become due thereon for principal and interest, but such money need not be segregated from other funds received pursuant hereto except to the extent required by law. (d) The Loan Trustee shall promptly pay or return to the Company upon request of the Company any money or U.S. Government Obligations held by it at any time that are not required for the payment of the amounts described above in Section 10.01(c) on the Equipment Notes for which money or U.S. Government Obligations have been deposited pursuant to Section 10.01(a)(ii).

Termination of Indenture. (a) Upon (or at any time after): (i) payment in full of the principal amountamount of, interest on, Break Amount, if any, Prepayment Premium, if any, and Make-Whole Amount, if any, and interest on with respect to, and all other amounts due under under, all Equipment Notes Notes, and provided that there shall then be no other Secured Obligations due to the Noteholders, the Indenture Indemnitees and the Loan Trustee hereunder or under the Participation Agreement; or; (ii) if the Series G Equipment Notes have been fully paid or redeemed, the 91st day after there has been irrevocably deposited (except as provided in Section 2.15 or 10.01(d)) with the Loan Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of Noteholders: the Noteholders of the Series C Equipment Notes and the Series D Equipment Notes, or if the Series C Equipment Notes have also been fully paid or redeemed, the Noteholders of the Series D Equipment Notes, (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date of any payment referred to below in this paragraph) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Loan Trustee, to pay in full the outstanding principal amount of and interest on all the Series C Equipment Notes then outstanding and/or the Series D Equipment Notes, as applicable, on the dates such amounts are due; provided, however, that (1) the Company has shall have delivered to the Loan Trustee an officer's certificate and an opinion of counsel to the effect that there has been a change in tax law since April 23September 24, 2002 or has been published by the Internal Revenue Service a ruling to the effect that Noteholders and the holders of the Pass Through Certificates will not recognize income, gain or loss for United States Federal income tax purposes as a result of the exercise by the Company of its option under this subsection (ii) and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercisedexercised and (y) the Company shall have obtained a Ratings Confirmation with respect to the exercise by the Company of its option under this subsection (ii); (2) all other amounts then due and payable hereunder have been paid; (3) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel (which may be internal counsel to Company)counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge of this Indenture set forth in contemplated by this Section 10.01 have been complied with; (4) such deposit will not result in a breach or violation of, or constitute an Event of Default under, this Indenture;Indenture or a default or event of default under any other agreement or instrument to which the Company is a party or by which it is bound; and (5) no Event of Default set forth in Sections 4.01(f), (g), (h) or (i) shall have occurred and be continuing on the date of such deposit or at any time during the period beginning on such date and ending on the 91st day after the date of such deposit; and (6) the Company has delivered to Loan Trustee written confirmation from each of the Rating Agencies that such deposit, the resulting release and discharge of Company from its obligations under this Indenture and under the Equipment Notes and the release of the Aircraft and the balance of the Collateral from the Lien of this Indenture will not result in a reduction in the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates, without regard to the Policy (as defined in the Policy Provider Agreement); Company and Loan Trustee shall be deemed to have been released and discharged from their respective obligations hereunder and under the Equipment Notes (but only with respect to the Series C Equipment Notes and/or the Series D Equipment Notes in the case of clause (ii) above), and the security interest, mortgage lien and all other estate, right, title and interest granted by this Indenture shall cease and become null and void and all of the property, rights, interests and privileges granted as security for the Equipment Notes shall revert to and revest in Company without any other act or formality whatsoever, and Loan Trustee shall, if no Series of Equipment Notes other than the Series C Equipment Notes and the Series D Equipment Notes remains outstanding, upon the written request of the Company, execute and deliver to, or as directed in writing by, the Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Indenture together with such other instruments and documents as Company reasonably requests to give effect to the release and terminationIndenture, and, in such event, this Indenture and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect; provided, however, that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Loan Trustee of all property constituting part of the Collateral and the final distribution by the Loan Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as otherwise provided above, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. Upon making of the deposit of the defeasance funds as described above, the right of the Company to cause redemption of the Equipment Notes shall cease. (b) Notwithstanding the provisions of Section 10.01(a)(ii), the obligations of the Loan Trustee contained in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.07, 2.08, 2.09, 2.13, 2.15, 2.16, 3.01, 10.01(c) and 10.01(d) of this Section 10.01, and the other rights, duties, immunities and privileges hereunder of the Loan Trustee, shall survive. (c) All monies and U.S. Government Obligations deposited with the Loan Trustee pursuant to Section 10.01(a)(ii) shall be held in trust and applied by it, in accordance with the provisions of the related series of Equipment Notes and this Indenture, to the payment to the Noteholders of the related series of Equipment Notes of all sums due and to become due thereon for principal and interest, but such money need not be segregated from other funds received pursuant hereto except to the extent required by law. (d) The Loan Trustee shall promptly pay or return to the Company upon request of the Company any money or U.S. Government Obligations held by it at any time that are not required for the payment of the amounts described above in Section 10.01(c) on the Equipment Notes for which money or U.S. Government Obligations have been deposited pursuant to Section 10.01(a)(ii).

Termination of Indenture. (a) Upon (or at any time after): (i) payment in full of the principal amount, Make-Whole Amount, if any, and interest on and all other amounts due under all Equipment Notes and provided that there shall then be no other Secured Obligations due to the Noteholders, the Indenture Indemnitees and the Loan Trustee hereunder or under the Participation Agreement; or; (ii) the 91st day after there has been irrevocably deposited (except as provided in Section 2.15 or 10.01(d)) with the Loan Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders: , (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date of any payment referred to below in this paragraph) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Loan Trustee, to pay in full the outstanding principal amount of and interest on all the Equipment Notes then outstanding on the dates such amounts are due; provided, however, that (1) if any Equipment Note will become due more than one year after the deposit of such funds, (x) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel to the effect that there has been a change in tax law since April 23September 25, 2002 2001 or has been published by the Internal Revenue Service a ruling to the effect that Noteholders and the holders of the Pass Through Certificates will not recognize income, gain or loss for United States Federal income tax purposes as a result of the exercise by the Company of its option under this subsection (ii) and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercisedexercised and (y) the Company shall have obtained written confirmation from each Rating Agency that the exercise by the Company of its option under this subsection (ii) would not result in a reduction of the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates; (2) all other amounts then due and payable hereunder have been paid; (3) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel (which may be internal counsel to Company)counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge of this Indenture set forth in contemplated by this Section 10.01 have been complied with; (4) such deposit will not result in a breach or violation of, or constitute an Event of Default under, this Indenture;Indenture or a default or event of default under any other agreement or instrument to which the Company is a party or by which it is bound; and (5) no Event of Default set forth in Sections 4.01(f), (g), (h) or (i) shall have occurred and be continuing on the date of such deposit or at any time during the period beginning on such date and ending on the 91st day after the date of such deposit; and (6) the Company has delivered to Loan Trustee written confirmation from each of the Rating Agencies that such deposit, the resulting release and discharge of Company from its obligations under this Indenture and under the Equipment Notes and the release of the Aircraft and the balance of the Collateral from the Lien of this Indenture will not result in a reduction in the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates, without regard to the Policy (as defined in the Policy Provider Agreement); Company and Loan Trustee shall be deemed to have been released and discharged from their respective obligations hereunder and under the Equipment Notes Notes, and the security interest, mortgage lien and all other estate, right, title and interest granted by this Indenture shall cease and become null and void and all of the property, rights, interests and privileges granted as security for the Equipment Notes shall revert to and revest in Company without any other act or formality whatsoever, and Loan Trustee shall, upon the written request of the Company, execute and deliver to, or as directed in writing by, the Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Indenture together with such other instruments and documents as Company reasonably requests to give effect to the release and terminationIndenture, and, in such event, this Indenture and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect; provided, however, that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Loan Trustee of all property constituting part of the Collateral and the final distribution by the Loan Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as otherwise provided above, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. Upon making of the deposit of the defeasance funds as described above, the right of the Company to cause redemption of the Equipment Notes shall cease. (b) Notwithstanding the provisions of Section 10.01(a)(ii), the obligations of the Loan Trustee contained in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.07, 2.08, 2.09, 2.13, 2.15, 2.16, 3.01, 10.01(c) and 10.01(d) of this Section 10.01, and the other rights, duties, immunities and privileges hereunder of the Loan Trustee, shall survive. (c) All monies and U.S. Government Obligations deposited with the Loan Trustee pursuant to Section 10.01(a)(ii) shall be held in trust and applied by it, in accordance with the provisions of the Equipment Notes and this Indenture, to the payment to the Noteholders of all sums due and to become due thereon for principal and interest, but such money need not be segregated from other funds received pursuant hereto except to the extent required by law. (d) The Loan Trustee shall promptly pay or return to the Company upon request of the Company any money or U.S. Government Obligations held by it at any time that are not required for the payment of the amounts described above in Section 10.01(c) on the Equipment Notes for which money or U.S. Government Obligations have been deposited pursuant to Section 10.01(a)(ii).

Termination of Indenture. (a) Upon (or at any time after): (i) payment in full of the principal amount, Make-Whole Amount, if any, and interest on and all other amounts due under all Equipment Notes and provided that there shall then be no other Secured Obligations due to the Noteholders, the Indenture Indemnitees and the Loan Trustee hereunder or under the Participation Agreement; or (ii) the 91st day after there has been irrevocably deposited (except as provided in Section 2.15 or 10.01(d)) with the Loan Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders: (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date of any payment referred to below in this paragraph) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Loan Trustee, to pay in full the outstanding principal amount of and interest on all the Equipment Notes then outstanding on the dates such amounts are due; provided, however, that (1) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel to the effect that there has been a change in tax law since April 23September 6, 2002 2001 or has been published by the Internal Revenue Service a ruling to the effect that Noteholders and the holders of the Pass Through Certificates will not recognize income, gain or loss for United States Federal income tax purposes as a result of the exercise by the Company of its option under this subsection (ii) and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercised; (2) all other amounts then due and payable hereunder have been paid; (3) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel (which may be internal counsel to the Company), each stating that all conditions precedent to the satisfaction and discharge of this Indenture set forth in this Section 10.01 have been complied with; (4) such deposit will not result in a breach or violation of, or constitute an Event of Default under, this Indenture; (5) no Event of Default set forth in Sections 4.01(f), (g), (h) or (i) shall have occurred and be continuing on the date of such deposit or at any time during the period beginning on such date and ending on the 91st day after the date of such deposit; and (6) the Company has delivered to the Loan Trustee written confirmation from each of the Rating Agencies that such deposit, the resulting release and discharge of the Company from its obligations under this Indenture and under the Equipment Notes and the release of the Aircraft and the balance of the Collateral from the Lien of this Indenture will not result in a reduction in the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates, without regard to ; the Policy (as defined in the Policy Provider Agreement); Company and the Loan Trustee shall be deemed to have been released and discharged from their respective obligations hereunder and under the Equipment Notes and the security interest, mortgage lien and all other estate, right, title and interest granted by this Indenture shall cease and become null and void and all of the property, rights, interests and privileges granted as security for the Equipment Notes shall revert to and revest in the Company without any other act or formality whatsoever, and the Loan Trustee shall, upon the written request of the Company, execute and deliver to, or as directed in writing by, the Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Indenture together with such other instruments and documents as the Company reasonably requests to give effect to the release and termination, and, in such event, this Indenture and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect; provided, however, that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Loan Trustee of all property constituting part of the Collateral and the final distribution by the Loan Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as otherwise provided above, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. Upon the deposit of the defeasance funds as described above, the right of the Company to cause redemption of the Equipment Notes shall cease. (b) Notwithstanding the provisions of Section 10.01(a)(ii), the obligations of the Loan Trustee contained in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.07, 2.08, 2.09, 2.13, 2.15, 2.16, 3.01, 10.01(c) and 10.01(d) of this Section 10.01, and the other rights, duties, immunities and privileges hereunder of the Loan Trustee, shall survive. (c) All monies and U.S. Government Obligations deposited with the Loan Trustee pursuant to Section 10.01(a)(ii) shall be held in trust and applied by it, in accordance with the provisions of the Equipment Notes and this Indenture, to the payment to the Noteholders of all sums due and to become due thereon for principal and interest, but such money need not be segregated from other funds received pursuant hereto except to the extent required by law. (d) The Loan Trustee shall promptly pay or return to the Company upon request of the Company any money or U.S. Government Obligations held by it at any time that are not required for the payment of the amounts described above in Section 10.01(c) on the Equipment Notes for which money or U.S. Government Obligations have been deposited pursuant to Section 10.01(a)(ii).

Termination of Indenture. (a) Upon (or at any time after): (i) payment in full of the principal amount, Make-Whole Amount, if any, and interest on and all other amounts due under all Equipment Notes and provided that there shall then be no other Secured Obligations due to the Noteholders, the Indenture Indemnitees and the Loan Trustee hereunder or under the Participation Agreement; or; (ii) the 91st day after there has been irrevocably deposited (except as provided in Section 2.15 or 10.01(d)) with the Loan Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders: , (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date of any payment referred to below in this paragraph) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Loan Trustee, to pay in full the outstanding principal amount of and interest on all the Equipment Notes then outstanding on the dates such amounts are due; provided, however, that (1) if any Equipment Note will become due more than one year after the deposit of such funds, (x) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel to the effect that there has been a change in tax law since April 23May 18, 2002 2001 or has been published by the Internal Revenue Service a ruling to the effect that Noteholders and the holders of the Pass Through Certificates will not 66 recognize income, gain or loss for United States Federal income tax purposes as a result of the exercise by the Company of its option under this subsection (ii) and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercisedexercised and (y) the Company shall have obtained written confirmation from each Rating Agency that the exercise by the Company of its option under this subsection (ii) would not result in a reduction of the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates; (2) all other amounts then due and payable hereunder have been paid; (3) the Company has delivered to the Loan Trustee an officer's certificate and an opinion of counsel (which may be internal counsel to Company)counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge of this Indenture set forth in contemplated by this Section 10.01 have been complied with; (4) such deposit will not result in a breach or violation of, or constitute an Event of Default under, this Indenture;Indenture or a default or event of default under any other agreement or instrument to which the Company is a party or by which it is bound; and (5) no Event of Default set forth in Sections 4.01(f), (g), (h) or (i) shall have occurred and be continuing on the date of such deposit or at any time during the period beginning on such date and ending on the 91st day after the date of such deposit; and (6) the Company has delivered to Loan Trustee written confirmation from each of the Rating Agencies that such deposit, the resulting release and discharge of Company from its obligations under this Indenture and under the Equipment Notes and the release of the Aircraft and the balance of the Collateral from the Lien of this Indenture will not result in a reduction in the rating for any class of Pass Through Certificates below the then current rating for such class of Pass Through Certificates or a withdrawal or suspension of the rating of any class of Pass Through Certificates, without regard to the Policy (as defined in the Policy Provider Agreement); Company and Loan Trustee shall be deemed to have been released and discharged from their respective obligations hereunder and under the Equipment Notes Notes, and the security interest, mortgage lien and all other estate, right, title and interest granted by this Indenture shall cease and become null and void and all of the property, rights, interests and privileges granted as security for the Equipment Notes shall revert to and revest in Company without any other act or formality whatsoever, and Loan Trustee shall, upon the written request of the Company, execute and deliver to, or as directed in writing by, the Company an appropriate instrument (in due form for recording) releasing the Aircraft and the balance of the Collateral from the Lien of this Indenture together with such other instruments and documents as Company reasonably requests to give effect to the release and terminationIndenture, and, in such event, this Indenture and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect; provided, however, that this Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Loan Trustee of all property constituting part of the Collateral and the final distribution by the Loan Trustee of all monies or other property or proceeds constituting part of the Collateral in accordance with the terms hereof. Except as otherwise provided above, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the 67 terms hereof. Upon making of the deposit of the defeasance funds as described above, the right of the Company to cause redemption of the Equipment Notes shall cease. (b) Notwithstanding the provisions of Section 10.01(a)(ii), the obligations of the Loan Trustee contained in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.07, 2.08, 2.09, 2.13, 2.15, 2.16, 3.01, 10.01(c) and 10.01(d) of this Section 10.01, and the other rights, duties, immunities and privileges hereunder of the Loan Trustee, shall survive. (c) All monies and U.S. Government Obligations deposited with the Loan Trustee pursuant to Section 10.01(a)(ii) shall be held in trust and applied by it, in accordance with the provisions of the Equipment Notes and this Indenture, to the payment to the Noteholders of all sums due and to become due thereon for principal and interest, but such money need not be segregated from other funds received pursuant hereto except to the extent required by law. (d) The Loan Trustee shall promptly pay or return to the Company upon request of the Company any money or U.S. Government Obligations held by it at any time that are not required for the payment of the amounts described above in Section 10.01(c) on the Equipment Notes for which money or U.S. Government Obligations have been deposited pursuant to Section 10.01(a)(ii).