Common use of Termination of Mortgage Clause in Contracts

Termination of Mortgage. (a) Upon the Mortgage Termination Date, the Grantor shall have the right to terminate this Mortgage (provided that all indemnities set forth herein shall survive) and the Security Trustee, at the request and expense of the Grantor, will promptly execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Mortgage, and, subject to the terms of the Loan Documents, will duly assign, transfer and deliver to the Grantor (without recourse and without any representation or warranty) such of its Collateral as may be in the possession of the Security Trustee and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. (b) Upon (i) any disposition or sale of any Engine that is permitted under Section 5.12 of the Credit Agreement, (ii) the release of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating to any Engine, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee or the Required Lenders as provided under the Loan Documents to the release of any Collateral from the Lien granted hereby, such Engine, and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, shall be released from the Lien granted under this Mortgage. (c) In connection with any release of any Collateral pursuant to this Section 5.01, the Security Trustee will promptly execute and deliver to the Grantor, at the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents that the Grantor shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateral. The Security Trustee shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Engine from the Lien of this Mortgage shall have the effect without further action of releasing all other Collateral, including the related Engine Documents, respectively, relating to such Engine.

Termination of Mortgage. (a) Upon This Mortgage shall terminate on the Mortgage Termination date (the “Obligations Payment Date, ”) on which the Grantor shall Obligations (other than contingent indemnification obligations not due and payable) have the right to terminate this Mortgage (provided that all indemnities set forth herein shall survive) been performed and the Security Trustee, at the request and expense of the Grantor, will promptly execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Mortgage, and, subject to paid in cash in full in accordance with the terms of the Loan Documents. Upon termination, will duly assignOwner may request, transfer at Owner’s sole cost and expense, the Mortgagee to execute and deliver to or as directed in writing by Owner an appropriate instrument reasonably required to release Owner’s Collateral from the Grantor (without recourse Lien of this Mortgage and without any representation or warranty) to discharge from the International Registry the registration of the International Interests constituted by this Mortgage with respect to such of its Collateral Collateral, and the Mortgagee shall execute and deliver such instrument as may be aforesaid at Owner’s expense; provided, however, that in the possession event that any portion of the Security Trustee Collateral is sold in accordance and compliance with Section 6.03 of the Credit Agreement, the Mortgagee shall cooperate, at Owner’s sole cost and expense, in releasing the Lien of this Mortgage from such portion of the Collateral (and the Proceeds thereof). Except as has not theretofore been sold or aforesaid otherwise applied or released pursuant to provided, this MortgageMortgage and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. (b) Upon (i) any disposition or sale In the event that the security interests granted hereunder in all of any Engine that is the Collateral of Owner shall have been released as permitted under Section 5.12 by and in accordance with the terms of this Mortgage and the Credit Agreement, (ii) upon the release of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash request of the Secured Obligations relating to any EngineBorrower, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee or the Required Lenders as provided under the Loan Documents to the release of any Collateral from the Lien granted hereby, such Engine, and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, Owner shall be released from the Lien granted under this Mortgageas Owner hereunder. (c) In connection with At any release of time that Owner desires that any Collateral pursuant to this or Owner be released as provided in the foregoing Section 5.015.01(a) or (b), the Security Trustee will promptly execute and as applicable, it shall deliver to the Grantor, at the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents Mortgagee a certificate signed by an authorized officer stating that the Grantor shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateralrespective Collateral or Owner, as applicable, is permitted pursuant to Section 5.01(a) or (b) hereof, as applicable, and the Credit Agreement. The Security Trustee Mortgagee shall have no liability whatsoever to any Secured Party as a the result of any release of Collateral any Collateral, or of Owner, by it as permitted by this Section 5.01. The release of an Engine from the Lien of this Mortgage shall have the effect without further action of releasing all other Collateral5.01(a) or (b), including the related Engine Documentsas applicable, respectively, relating to such Enginehereof.

Termination of Mortgage. (a) This Mortgage and the Lien of this Mortgage on the Collateral shall terminate upon payment and performance in full of the Obligations then due. Upon the Mortgage Termination Datetermination, the Grantor shall have the right to terminate this Mortgage (provided that all indemnities set forth herein shall survive) and the Security Trusteemay request, at the request Grantor’s sole cost and expense of expense, the Grantor, will promptly Collateral Agent to execute and deliver to to, or as directed in writing by, the Grantor a proper an appropriate instrument or instruments acknowledging reasonably required to release the satisfaction and termination Collateral from the Lien of this Mortgage, and, subject to Mortgage and the terms of the Loan Documents, will duly assign, transfer Collateral Agent shall execute and deliver to such instrument as aforesaid at the Grantor (without recourse Grantor’s expense, whereupon this Mortgage shall terminate and without any representation this Mortgage shall be of no further force or warranty) such of its Collateral as may be in the possession of the Security Trustee and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgageeffect. (b) Upon (i) any disposition removal or sale release of any Aircraft, Airframe or Engine that is permitted under from the Pool Assets (as defined in the Credit Agreement) pursuant to and in accordance with Section 5.12 6.12 of the Credit Agreement, (ii) the release of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating to any Engine, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee or the Required Lenders as provided under the Loan Documents to the release of any Collateral from the Lien granted hereby, such Engine, and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, shall be released from the Lien granted under this Mortgage. (c) In connection with any release of any Collateral pursuant to this Section 5.01, the Security Trustee will promptly execute and deliver to the GrantorGrantor may request, at the Grantor’s sole cost and expense, all appropriate U.C.C. termination statements the Collateral Agent to execute and other documents that deliver to, or as directed in writing by, the Grantor shall an appropriate instrument reasonably request required to evidence release such release Aircraft, Airframe or Engine removed or released from the Pool Assets and shall take necessary action to permit the Grantor to register with the International Registry the discharge balance of the International Interest created by this Mortgage in such released Collateral. The Security Trustee shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Engine relating thereto (if any) from the Lien of this Mortgage and the Collateral Agent shall have execute and deliver such instrument as aforesaid at the effect without further action of releasing all other CollateralGrantor’s expense, including whereupon this Mortgage, solely to the related Engine Documents, respectively, relating extent it relates to such EngineAircraft, Airframe or Engine being removed or released from the Pool Assets and the balance of the Collateral relating thereto (if any), shall terminate and this Mortgage, solely to the extent it relates to such Aircraft, Airframe or Engine removed or released from the Pool Assets and the balance of the Collateral relating thereto (if any), shall be of no further force or effect.

Termination of Mortgage. (a) Upon the Mortgage Termination Datepayment in full of the principal of, and accrued interest on, the Grantor shall have Loans and any other Obligations then due and payable, the right to terminate this Mortgage (provided that all indemnities set forth herein shall survive) Aircraft and the Security Trustee, at the request and expense balance of the Grantor, will promptly execute and deliver to Collateral shall be released from the Grantor a proper instrument or instruments acknowledging the satisfaction and termination Lien of this Mortgage, and, subject in such event, this Mortgage shall terminate and this Mortgage shall be of no further force or effect, all without delivery of any instrument or performance of any act by any party and all rights to the terms Aircraft and the balance of the Loan Documents, will duly assign, transfer and deliver Collateral shall revert to the Grantor (without recourse and without any representation or warranty) such of its Collateral as may be in Company. At the possession written request of the Security Trustee and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. (b) Upon (i) Company following any disposition or sale of any Engine that is permitted under Section 5.12 of the Credit Agreement, (ii) the release of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating to any Enginesuch termination, the Commitments being terminated and provided no Event of Default has occurred and is continuing Administrative Agent shall deliver to, or (iv) as directed in writing by, the effectiveness of Company any written consent Collateral held by the Security Trustee or the Required Lenders as provided under the Loan Documents to the release of any Collateral from the Lien granted hereby, such Engine, Administrative Agent hereunder and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, shall be released from the Lien granted under this Mortgage. (c) In connection with any release of any Collateral pursuant to this Section 5.01, the Security Trustee will promptly execute and deliver to the Grantor, at Company such documents as such the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents that the Grantor Company shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with termination, including an appropriate instrument(s) (in due form for recording) discharging from the International Registry the discharge registration of the International Interest created by this Mortgage (and any other registered interests in the Aircraft in favor of the Administrative Agent). (b) If any Collateral shall be sold, transferred or otherwise disposed of by the Company in a transaction permitted by the Term Loan Agreement, then (i) the Lien created hereby on such Collateral shall automatically be released Collateraland (ii) the Administrative Agent, at the request of the Company, shall execute and deliver to the Company all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby, including an appropriate instrument(s) (in due form for recording) discharging from the International Registry the registration of the International Interest created by this Mortgage (and any other registered interests in the Aircraft in favor of the Administration Agent). The Security Trustee shall have no liability whatsoever In addition, at the request and at the sole expense of the Company, the Administrative Agent agrees to (x) provide to the Company a power of attorney to execute any document reasonably required to permit any sale permitted by the Term Loan Agreement of such Collateral and (y) with respect to any Secured Party as a result jurisdiction or registration system in which releases executed pursuant to such power of attorney are insufficient to release such Liens, (1) execute in blank any document reasonably required to permit any sale permitted by the Term Loan Agreement of any release of Collateral by it as permitted by this Section 5.01. The release of an Engine from the Lien of this Mortgage shall have the effect without further action of releasing all other such Collateral, including free of the related Engine Documents, respectively, relating Liens created hereby (and discharge any registration of such Lien) and (2) authorize the Company to fill in the relevant information to release such EngineLien (and discharge such registration and file such document when necessary or advisable).

Termination of Mortgage. (a) Upon (or at any time after) payment in full of the Mortgage Termination Dateprincipal of and interest on and Break Amount, if any, and Additional Costs and all other amounts due under, or otherwise due to the Lenders hereunder and under the other Operative Documents and provided that there shall then be no other amounts due to the Lenders and the Administrative Agent hereunder or under the Credit Agreement or the other Operative Documents or otherwise secured hereby, the Grantor Administrative Agent shall have the right to terminate this Mortgage (provided that all indemnities set forth herein shall survive) and the Security Trustee, at the request and expense of the Grantor, will promptly execute and deliver to or as directed in writing by the Grantor a proper Borrower an appropriate instrument or instruments acknowledging releasing the satisfaction and termination Aircraft from the Lien of this Mortgage, and the Administrative Agent shall execute and deliver such instrument as aforesaid and, subject to at the terms of the Loan DocumentsBorrower's expense, will duly assign, transfer execute and deliver to the Grantor (without recourse and without any representation such other instruments or warranty) such of its Collateral documents as may be in reasonably requested by the possession Borrower to give effect to such release; provided, however, that this Mortgage and the trusts created hereby shall earlier terminate and this Mortgage shall be of no further force or effect and the rights of the Security Trustee Lenders and as has not theretofore been sold or otherwise applied or released pursuant to the Administrative Agent shall terminate (and the Administrative Agent, at the Lenders' direction, shall release, by an appropriate instrument, the Mortgage Estate and the Aircraft from the Lien of this Mortgage) upon any sale or other final disposition by the Administrative Agent, at the Lenders' direction, of all property part of the Mortgage Estate and the final distribution by the Administrative Agent of all monies or other property or proceeds constituting part of the Mortgage Estate in accordance with the terms hereof. Except as aforesaid otherwise provided, this Mortgage and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. (b) Upon In addition, upon (ior at any time after) any disposition or sale of any Engine that is permitted under Section 5.12 of the Credit Agreement, (ii) the release of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating principal of and interest on and Break Amount and Additional Cost, if any, and all other amounts due under, or otherwise due to any Enginethe Lenders hereunder and under the other Operative Documents with respect to the Aircraft and provided that no Default shall be continuing and there shall then be no other amounts due to the Lenders and the Administrative Agent hereunder or under the other Operative Documents or otherwise secured hereby, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) Administrative Agent, at the effectiveness of any written consent by the Security Trustee or the Required Lenders as provided under the Loan Documents to the release of any Collateral from the Lien granted hereby, such Engine, and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related theretoLenders' direction, shall be released from the Lien granted under this Mortgage. (c) In connection with any release of any Collateral pursuant to this Section 5.01, the Security Trustee will promptly execute and deliver to or as directed in writing by the Grantor, at Borrower an appropriate instrument releasing the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents that the Grantor shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateral. The Security Trustee shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Engine Aircraft from the Lien of this Mortgage Mortgage, and the Administrative Agent, at the Lenders' direction, shall have execute and deliver such instrument as aforesaid and, at the Borrower's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Borrower to give effect without further action of releasing all other Collateral, including the related Engine Documents, respectively, relating to such Enginerelease.

Termination of Mortgage. (a) Upon (or at any time after) payment in full of the Mortgage Termination Dateprincipal amount of the Loans outstanding under the Credit Agreement, and interest thereon, Breakage Loss, if any, and all other amounts due under all such Loans and provided that there shall then be no other Obligations due to the Mortgagee, the Grantor shall have the right to terminate this Mortgage (provided that all indemnities set forth herein shall survive) Agent and the Security TrusteeLoan Participants hereunder, at under the request and expense of Credit Agreement, the Grantorother Basic Documents, will promptly the Mortgagor may direct the Mortgagee to execute and deliver to or as directed in writing by the Grantor a proper Mortgagor an appropriate instrument or instruments acknowledging prepared by the satisfaction Mortgagor and termination reasonably satisfactory to the Mortgagee releasing the remaining Aircraft and other remaining Collateral from the lien of this Mortgage, and, subject Mortgage and releasing the remaining Leases from the assignment and pledge thereof hereunder and the Mortgagee shall execute and deliver such instrument as aforesaid and give written notice thereof to the terms remaining Lessees; provided that this Mortgage shall earlier terminate and this Mortgage shall be of no further force or effect upon any sale or other final disposition by the Mortgagee of all property constituting part of the Loan Documents, will duly assign, transfer Collateral and deliver to the Grantor (without recourse and without any representation final distribution by the Mortgagee of all monies or warranty) such of its Collateral as may be in the possession other property or proceeds constituting part of the Security Trustee and as has not theretofore been sold or otherwise applied or released pursuant to this MortgageCollateral in accordance with the terms hereof. (b) Upon (ior at any time after) any disposition or sale payment in full of any Engine that is permitted the principal amount of the Loans outstanding under Section 5.12 of the Credit Agreement, (ii) and interest thereon, Breakage Loss, if any, and all other amounts due under the release of Loan Allocated To any Engine pursuant to Aircraft in accordance with Section 3.05(a) of this Mortgage, (iii) the payment in full in cash 2.09 or 2.10 of the Secured Obligations relating to any EngineCredit Agreement following a voluntary prepayment, the Commitments being terminated Disposition or an Event of Loss thereof and provided that there shall then be no Material Default or Event of Default has occurred continuing after giving effect to such payment, the Mortgagor may direct the Mortgagee to execute and is continuing deliver to or (iv) the effectiveness of any written consent as directed in writing by the Security Trustee or Mortgagor an appropriate instrument prepared by the Required Lenders as provided under the Loan Documents Mortgagor and reasonably satisfactory to the release Mortgagee releasing such item of any Aircraft and other related Collateral from the Lien granted hereby, such Engine, lien of this Mortgage and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights releasing the related thereto, shall be released Lease (if any) from the Lien granted under this Mortgageassignment and pledge thereof hereunder and the Mortgagee shall execute and deliver such instruments as aforesaid and give written notice thereof to any applicable Lessee. (c) In connection with any release of any Collateral pursuant to this Section 5.01Except as aforesaid otherwise provided, the Security Trustee will promptly execute and deliver to the Grantor, at the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents that the Grantor shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateral. The Security Trustee shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Engine from the Lien of this Mortgage shall have continue in full force and effect in accordance with the effect without further action of releasing all other Collateral, including the related Engine Documents, respectively, relating to such Engineterms hereof.

Termination of Mortgage. (a) Upon (or at any time after) payment in full of the Mortgage Termination Dateprincipal amount of the Loans outstanding under the Credit Agreement, and interest thereon, Breakage Loss, if any, and all other amounts due and payable under all Basic Documents, and provided that there shall then be no other Obligations outstanding, the Grantor shall have Mortgagor may direct the right Mortgagee to terminate this Mortgage (provided that all indemnities set forth herein shall survive) and the Security Trustee, at the request and expense of the Grantor, will promptly execute and deliver to or as directed in writing by the Grantor a proper Mortgagor an appropriate instrument or instruments acknowledging prepared by the satisfaction Mortgagor and termination reasonably satisfactory to the Mortgagee releasing the remaining Aircraft and other remaining Collateral from the lien of this Mortgage, and, subject Mortgage and releasing the remaining Leases from the assignment and pledge thereof hereunder and the Mortgagee shall execute and deliver such instrument as aforesaid and give written notice thereof to the terms remaining Lessees; provided that this Mortgage shall earlier terminate and this Mortgage shall be of no further force or effect upon any sale or other final disposition by the Mortgagee of all property constituting part of the Loan Documents, will duly assign, transfer Collateral and deliver to the Grantor (without recourse and without any representation final distribution by the Mortgagee of all monies or warranty) such of its Collateral as may be in the possession other property or proceeds constituting part of the Security Trustee and as has not theretofore been sold or otherwise applied or released pursuant to this MortgageCollateral in accordance with the terms hereof. (b) Upon (ior at any time after) any disposition payment in full of the principal amount of all Loans outstanding under the Credit Agreement in respect of an Aircraft, together with interest thereon, Breakage Loss, if any, and all other amounts due in relation to the Loans in respect of such Aircraft in accordance with Section 2.9 or sale of any Engine that is permitted under Section 5.12 2.10 of the Credit AgreementAgreement following a voluntary prepayment, (ii) the release Disposition or an Event of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating to any Engine, the Commitments being terminated Loss thereof and provided that there shall then be no Material Default or Event of Default has occurred continuing after giving effect to such payment, the Mortgagor may direct the Mortgagee to execute and is continuing deliver to or (iv) the effectiveness of any written consent as directed in writing by the Security Trustee or Mortgagor an appropriate instrument prepared by the Required Lenders as provided under the Loan Documents Mortgagor and reasonably satisfactory to the release of any Mortgagee releasing such Aircraft and other related Collateral from the Lien granted hereby, such Engine, lien of this Mortgage and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights releasing the related thereto, shall be released Lease from the Lien granted under this Mortgageassignment and pledge thereof hereunder and the Mortgagee shall execute and deliver such instruments as aforesaid and give written notice thereof to any applicable Lessee. (c) In connection with any release of any Collateral pursuant to this Section 5.01Except as aforesaid otherwise provided, the Security Trustee will promptly execute and deliver to the Grantor, at the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents that the Grantor shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateral. The Security Trustee shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Engine from the Lien of this Mortgage shall have continue in full force and effect in accordance with the effect without further action of releasing all other Collateral, including the related Engine Documents, respectively, relating to such Engineterms hereof.

Termination of Mortgage. (a) Upon the Mortgage Termination Date, the Grantor shall have the right to terminate this Mortgage shall automatically terminate (provided that all indemnities set forth herein in the Credit Agreement shall survive) and the Security TrusteeAdministrative Agent, at the request and expense of the GrantorBorrower, will promptly execute and deliver to the Grantor Borrower a proper instrument or instruments acknowledging the Table of Contents satisfaction and termination of this Mortgage, and, subject to the terms of the Loan DocumentsCredit Agreement, will duly assign, transfer and deliver to the Grantor Borrower (without recourse and without any representation or warranty) such of its Collateral as may be in the possession of the Security Trustee Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. (b) Upon (i) any disposition or sale Disposition of any Engine Collateral that is permitted under Section 5.12 3.03(a)(ii) or Section 6.04(ii) of the Credit Agreement, (ii) the release of any Engine Collateral from the Lien granted hereby pursuant to Section 3.05(a6.09(c) of this Mortgagethe Credit Agreement, (iii) the payment in full in cash of the Secured Obligations relating any Pledged Spare Parts becoming Excluded Parts pursuant to any Engine, the Commitments being terminated and provided no Event of Default has occurred and is continuing this Mortgage or (iv) the effectiveness of any written consent by the Security Trustee Administrative Agent or the Required requisite Lenders as provided under the Loan Documents Credit Agreement to the release of any Collateral from the Lien granted hereby, such EngineCollateral (and, and any Warranty Rightssubject in the case of clause (i) above to compliance with Section 6.04(ii) of the Credit Agreement, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, the proceeds thereof) shall be automatically released from the Lien granted under this Mortgage. (c) In connection with any release of any Collateral pursuant to this Section 5.01, the Security Trustee Administrative Agent will promptly execute and deliver to the GrantorBorrower, at the GrantorBorrower’s sole expense, all appropriate U.C.C. UCC termination statements and other documents that the Grantor Borrower shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateralrelease. The Security Trustee Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Engine a Pledged Spare Part from the Lien of this Mortgage shall have the effect without further action of releasing all other Collateral, including the related Engine Spare Parts Documents, respectively, relating to such EnginePledged Spare Part.

Termination of Mortgage. (a) Upon the Mortgage Termination Date, the Grantor shall have the right to terminate this Mortgage shall automatically terminate (provided that all indemnities set forth herein in the Credit Agreement shall survive) and the Security TrusteeAdministrative Agent, at the request and expense of the Grantor, will promptly execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Mortgage, and, subject to the terms of the Loan DocumentsCredit Agreement, will duly assign, transfer and deliver to the Grantor (without recourse and without any representation or warranty) such of its Collateral as may be in the possession of the Security Trustee Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. (b) Upon (i) any disposition or sale Disposition of any Engine Collateral that is permitted under Section 5.12 6.04(ii) of the Credit Agreement, (ii) the release of any Collateral from the Lien granted hereby pursuant to Section 6.09 of the Credit Agreement, (iii) the release of any Airframe or Engine pursuant to Section 3.05(a) of this Mortgage or the release of any Engine pursuant to Section 3.05(f) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating to any Engine, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee Administrative Agent or the Required requisite Lenders as provided under the Loan Documents Credit Agreement to the release of any Collateral from the Lien granted hereby, such EngineCollateral (and, subject in the case of clause (i) above to compliance with Sections 2.12(a) and any Warranty Rights6.09 of the Credit Agreement, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, the proceeds thereof) shall be automatically released from the Lien granted under this Mortgage. (c) In connection with any release of any Collateral pursuant to this Section 5.01, the Security Trustee Administrative Agent will promptly execute and deliver to the Grantor, at the Mortgage and Security Agreement 1005973744v2 Grantor’s sole expense, all appropriate U.C.C. UCC termination statements and other documents that the Grantor shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateral. The Security Trustee Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Airframe or Engine from the Lien of this Mortgage shall have the effect without further action of releasing all other Collateral, including the related Airframe Documents and Engine Documents, respectively, relating to such Airframe or Engine.

Termination of Mortgage. (a) Upon (or at any time after) ----------------------- payment in full of the Mortgage Termination Dateprincipal of and interest on and Break Amount, if any, and all other amounts due under, or otherwise due to the Holders of, all Loan Certificates and provided that (i) the Commitments shall have terminated and -------- (ii) there shall then be no other amounts due to the Loan Participants, the Grantor shall have the right to terminate this Mortgage (provided that all indemnities set forth herein shall survive) Holders and the Security TrusteeAgent hereunder or under the Credit Agreement or the other Operative Documents or otherwise secured hereby, at the request and expense of the Grantor, will promptly Security Agent shall execute and deliver to or as directed in writing by the Grantor a proper Borrower an appropriate instrument or instruments acknowledging releasing each of the satisfaction and termination Purchase Agreements from the Lien of this Mortgage, and the Security Agent shall execute and deliver such instrument as aforesaid and, subject at the Borrower's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Borrower to give effect to such release; provided, however, that this Mortgage and the terms trusts -------- ------- created hereby shall earlier terminate and this Mortgage shall be of no further force or effect and the rights of the Holders of the Loan DocumentsCertificates and the Security Agent shall terminate (and the Security Agent shall release, will duly assignby an appropriate instrument, transfer the Mortgage Estate and deliver to the Grantor (without recourse and without Aircraft from the Lien of this Mortgage) upon any representation sale or warranty) such other final disposition by the Security Agent of its Collateral as may be in the possession all property part of the Mortgage Estate and the final distribution by the Security Trustee Agent of all monies or other property or proceeds constituting part of the Mortgage Estate in accordance with the terms hereof. Except as aforesaid otherwise provided, this Mortgage and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgagethe trusts created hereby shall continue in full force and effect in accordance with the terms hereof. (b) Upon In addition, upon (ior at any time after) any disposition or sale of any Engine that is permitted under Section 5.12 of the Credit Agreement, (ii) the release of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating principal of MORTGAGE [Midway/LBK] and interest on and Break Amount, if any, and all other amounts due under, or otherwise due to any Enginethe Holders of, all Loan Certificates of a Series and provided -------- that there shall then be no other amounts due to the Loan Participants, the Commitments being terminated Holders and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee Agent hereunder or the Required Lenders as provided under the Loan Agreement or the other Operative Documents to the release or otherwise secured hereby in respect of any Collateral from the Lien granted hereby, such Engine, and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, shall be released from the Lien granted under this Mortgage. (c) In connection with any release Series of any Collateral pursuant to this Section 5.01Loan Certificates, the Security Trustee will promptly Agent shall execute and deliver to or as directed in writing by the Grantor, at Borrower an appropriate instrument releasing the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents that right to purchase the Grantor shall reasonably request applicable Aircraft relating to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateral. The Security Trustee shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Engine Series from the Lien of this Mortgage Mortgage, and the Security Agent shall have execute and deliver such instrument as aforesaid and, at the Borrower's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Borrower to give effect without further action of releasing all other Collateral, including the related Engine Documents, respectively, relating to such Enginerelease.

Termination of Mortgage. (a) Upon This Mortgage shall terminate on the Mortgage Termination date (the “Obligations Payment Date, ”) on which (a) the Grantor shall Obligations (other than (x) contingent indemnification obligations not due and payable and (y) obligations and liabilities under any Designated Banking Product Agreement or Designated Hedging Agreement) have the right to terminate this Mortgage been paid in cash in full (provided that all indemnities set forth herein shall survive) and the Security Trustee, at the request and expense of the Grantor, will promptly execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Mortgage, and, subject to cash collateralized or defeased in accordance with the terms of the Loan Documents), will duly assign(b) all Commitments have been terminated, transfer and (c) there are no outstanding Letters of Credit issued and outstanding (other than such as have been cash collateralized or defeased in accordance with the terms of the Loan Documents). Upon termination, each Grantor may request, at such Grantor’s sole cost and expense, the Administrative Agent to execute and deliver to or as directed in writing by such Grantor an appropriate instrument reasonably required to release such Grantor’s Collateral from the Grantor (without recourse Lien of this Mortgage and without any representation or warranty) to discharge from the International Registry the registration of the International Interests constituted by this Mortgage with respect to such of its Collateral Collateral, and the Administrative Agent shall execute and deliver such instrument as may be aforesaid at such Grantor’s expense; provided, however, that in the possession event that any portion of the Security Trustee and as has not theretofore been Collateral is sold or otherwise applied or released pursuant to disposed of in accordance with the applicable provisions of the Credit Agreement and this Mortgage, or is released as provided in Section 6.06(c) of the Credit Agreement or as expressly provided in this Mortgage, entitling the Grantors to a release from the Lien of this Mortgage, the Administrative Agent shall cooperate, at Grantors’ sole cost and expense, in releasing the Lien of this Mortgage from such portion of the Collateral (and (except to the extent the Borrower is not in pro forma compliance with Section 6.06(a) of the Credit Agreement after giving effect to such sale or disposition) the Proceeds thereof). Except as aforesaid otherwise provided, this Mortgage and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. (b) Upon (i) any disposition or sale In the event that the security interests granted hereunder in all of the Collateral of any Engine that is Grantor shall have been released as permitted under Section 5.12 by and in accordance with the terms of this Mortgage and the Credit Agreement, (ii) upon the release of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash request of the Secured Obligations relating to any Engine, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee or the Required Lenders as provided under the Loan Documents to the release of any Collateral from the Lien granted herebyBorrower, such Engine, and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, Grantor shall be released from the Lien granted under this Mortgageas a Grantor hereunder. (c) In connection with At any release of time that a Grantor desires that any Collateral pursuant to this or any Grantor be released as provided in the foregoing Section 5.015.01(a) or (b), the Security Trustee will promptly execute and as applicable, it shall deliver to the Administrative Agent a certificate signed by an authorized officer stating that the release of the respective Collateral or Grantor, at as applicable, is permitted pursuant to Section 5.01(a) or (b) hereof, as applicable, and the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents that the Grantor shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released CollateralCredit Agreement. The Security Trustee Administrative Agent shall have no liability whatsoever to any Secured Party as a the result of any release of Collateral any Collateral, or of any Grantor, by it as permitted by this Section 5.01. The release of an Engine from the Lien of this Mortgage shall have the effect without further action of releasing all other Collateral5.01(a) or (b), including the related Engine Documentsas applicable, respectively, relating to such Enginehereof.

Termination of Mortgage. (a) Upon the Mortgage Termination Date, the Grantor shall have the right to terminate this Mortgage shall automatically terminate (provided that all indemnities set forth herein in the Credit Agreement shall survive) and the Security TrusteeAdministrative Agent, at the request and expense of the GrantorBorrower, will promptly execute and deliver to the Grantor Borrower a proper instrument or instruments acknowledging the satisfaction and termination of this Mortgage, and, subject to the terms of the Loan DocumentsCredit Agreement, will duly assign, transfer and deliver to the Grantor Borrower (without recourse and without any representation or warranty) such of its Collateral as may be in the possession of the Security Trustee Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. (b) Upon (i) any disposition or sale Disposition of any Engine Collateral that is permitted under Section 5.12 6.04(a)(ii) of the Credit Agreement, (ii) the release of any Collateral from the Lien granted hereby pursuant to Section 6.09(c) of the Credit Agreement, (iii) the release of any Airframe or Engine pursuant to Section 3.05(a) of this Mortgage or the release of any Engine pursuant to Section 3.05(f) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating to any Engine, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee Administrative Agent or the Required requisite Lenders as provided under the Loan Documents Credit Agreement to the release of any Collateral from the Lien granted hereby, such EngineCollateral (and, and any Warranty Rightssubject in the case of clause (i) above to compliance with Section 6.04(a)(ii) of the Credit Agreement, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, the proceeds thereof) shall be automatically released from the Lien granted under this Mortgage.. Mortgage and Security Agreement (c) In connection with any release of any Collateral pursuant to this Section 5.01, the Security Trustee Administrative Agent will promptly execute and deliver to the GrantorBorrower, at the GrantorBorrower’s sole expense, all appropriate U.C.C. UCC termination statements and other documents that the Grantor Borrower shall reasonably request to evidence such release and shall take necessary action to permit the Grantor Borrower to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateral. The Security Trustee Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Airframe or Engine from the Lien of this Mortgage shall have the effect without further action of releasing all other Collateral, including the related Airframe Documents and Engine Documents, respectively, relating to such Airframe or Engine.

Termination of Mortgage. (a) Upon the Mortgage Termination Date, the Grantor shall have the right to terminate this Mortgage shall automatically terminate (provided that all indemnities set forth herein in the Credit Agreement shall survive) and the Security TrusteeAdministrative Agent, at the request and expense of the GrantorBorrower, will promptly execute and deliver to the Grantor Borrower a proper instrument or instruments acknowledging the satisfaction and termination of this Mortgage, and, subject to the terms of the Loan DocumentsCredit Agreement, will duly assign, transfer and deliver to the Grantor Borrower (without recourse and without any representation or warranty) such of its Collateral as may be in the possession of the Security Trustee Administrative Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. (b) Upon (i) any disposition or sale Disposition of any Engine Collateral that is permitted under Section 5.12 6.04(a)(ii) of the Credit Agreement, (ii) the release of any Collateral from the Lien granted hereby pursuant to Section 6.09(c) of the Credit Agreement, (iii) the release of any Airframe or Engine pursuant to Section 3.05(a) of this Mortgage or the release of any Engine pursuant to Section 3.05(f) of this Mortgage, (iii) the payment in full in cash of the Secured Obligations relating to any Engine, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee Administrative Agent or the Required requisite Lenders as provided under the Loan Documents Credit Agreement to the release of any Collateral from the Lien granted hereby, such EngineCollateral (and, and any Warranty Rightssubject in the case of clause (i) above to compliance with Section 6.04(a)(ii) of the Credit Agreement, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, the proceeds thereof) shall be automatically released from the Lien granted under this Mortgage. (c) In connection with any release of any Collateral pursuant to this Section 5.01, the Security Trustee Administrative Agent will promptly execute and deliver to the GrantorBorrower, at the GrantorMortgage and Security Agreement Borrower’s sole expense, all appropriate U.C.C. UCC termination statements and other documents that the Grantor Borrower shall reasonably request to evidence such release and shall take necessary action to permit the Grantor Borrower to register with the International Registry the discharge of the International Interest created by this Mortgage in such released Collateral. The Security Trustee Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of Collateral by it as permitted by this Section 5.01. The release of an Airframe or Engine from the Lien of this Mortgage shall have the effect without further action of releasing all other Collateral, including the related Airframe Documents and Engine Documents, respectively, relating to such Airframe or Engine.

Termination of Mortgage. (a) Upon This Mortgage shall terminate on the Mortgage Termination date (the “Obligations Payment Date, ”) on which (a) the Grantor shall Obligations have the right to terminate this Mortgage been paid in cash in full (provided that all indemnities set forth herein shall survive) and the Security Trustee, at the request and expense of the Grantor, will promptly execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Mortgage, and, subject to cash collateralized or defeased in accordance with the terms of the Loan Documents), will duly assign(b) all Commitments have been terminated, transfer and (c) there are no outstanding Letters of Credit issued and outstanding (other than such as have been cash collateralized or defeased in accordance with the terms of the Loan Documents). Upon termination, each Grantor may request, at such Grantor's sole cost and expense, the Administrative Agent to execute and deliver to or as directed in writing by such Grantor an appropriate instrument reasonably required to release such Grantor's Collateral from the Grantor (without recourse Lien of this Mortgage and without any representation or warranty) to discharge from the International Registry the registration of the International Interests constituted by this Mortgage with respect to such of its Collateral Collateral, and the Administrative Agent shall execute and deliver such instrument as may be aforesaid at such Grantor's expense; provided, however, that in the possession event that any portion of the Security Trustee and as has not theretofore been Collateral is sold or otherwise applied disposed of in accordance with the applicable provisions of the Credit Agreement, or is released pursuant as provided in Section 6.06(c) of the Credit Agreement, entitling the Grantors to a release from the Lien of this Mortgage, the Administrative Agent shall cooperate, at Grantors' sole cost and expense, in releasing the Lien of this Mortgage from such portion of the Collateral (and (except to the extent the Borrower is not in pro forma compliance with Section 6.06(a) of the Credit Agreement after giving effect to such sale or disposition) the Proceeds thereof). Except as aforesaid otherwise provided, this Mortgage and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. (b) Upon (i) any disposition or sale In the event that the security interests granted hereunder in all of the Collateral of any Engine that is Grantor shall have been released as permitted under Section 5.12 by and in accordance with the terms of this Agreement and the Credit Agreement, (ii) upon the release of any Engine pursuant to Section 3.05(a) of this Mortgage, (iii) the payment in full in cash request of the Secured Obligations relating to any Engine, the Commitments being terminated and provided no Event of Default has occurred and is continuing or (iv) the effectiveness of any written consent by the Security Trustee or the Required Lenders as provided under the Loan Documents to the release of any Collateral from the Lien granted herebyBorrower, such Engine, and any Warranty Rights, Requisition, Disposition and Insurance Proceeds, Cash Collateral, Title Rights and Acquisition Rights related thereto, Grantor shall be released from the Lien granted under this Mortgageas a Grantor hereunder. (c) In connection with At any release of time that a Grantor desires that any Collateral pursuant to this or any Grantor be released as provided in the foregoing Section 5.015.01(a) or (b), the Security Trustee will promptly execute and as applicable, it shall deliver to the Administrative Agent a certificate signed by an authorized officer stating that the release of the respective Collateral or Grantor, at as applicable, is permitted pursuant to Section 5.01(a) or (b) hereof, as applicable, and the Grantor’s sole expense, all appropriate U.C.C. termination statements and other documents that the Grantor shall reasonably request to evidence such release and shall take necessary action to permit the Grantor to register with the International Registry the discharge of the International Interest created by this Mortgage in such released CollateralCredit Agreement. The Security Trustee Administrative Agent shall have no liability whatsoever to any Secured Party as a the result of any release of Collateral any Collateral, or of any Grantor, by it as permitted by this Section 5.01. The release of an Engine from the Lien of this Mortgage shall have the effect without further action of releasing all other Collateral5.01(a) or (b), including the related Engine Documentsas applicable, respectively, relating to such Enginehereof.