Common use of Habendum Clause Clause in Contracts

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the Note Holders from time to time, except as set forth in Section 2.13 and Article III hereof without any preference, distinction or priority of any one Equipment Note over any other regardless of when issued, and for the uses and purposes and subject to the terms and provisions set forth in this Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Documents to perform all of the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the Note Holders shall have no obligation or liability under any thereof by reason of or arising out of the assignment hereunder, nor shall the Indenture Trustee or the Note Holders be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to any of the Indenture Documents, or except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Trustee does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee or otherwise) to ask, require, demand, receive and give acquittance for any and all moneys and claims for moneys (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rights) due and to become due to the Owner Trustee under or arising out of the Indenture Documents and all other property which now or hereafter constitutes part of the Trust Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises. Under the Lease, the Lessee is directed to make all payments of Rent (other than Excepted Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of the occurrence of a Lease Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this Indenture. The Owner Trustee agrees that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable in obtaining the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, it will not, except as provided in this Indenture (including, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture Documents, enter into any agreement amending, modifying or supplementing any of the Indenture Documents, or execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (ii) settle or compromise any claim arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture Documents, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the Note Holders holders of the Equipment Notes from time to time, except as set forth in Section 2.13 and Article III hereof without any preference, distinction or priority of any one Equipment Note over any other regardless of when issuedEquipment Note, and for the uses and purposes purposes, and subject to the terms and provisions provisions, set forth in this Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee shall remain liable under each of the Indenture Documents Operative Agreements to which it is a party to perform all of the obligations obligations, if any, assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the Note Holders holders of the Equipment Notes shall have no obligation or liability under any thereof of the Operative Agreements to which the Owner Trustee is a party by reason of or arising out of the assignment hereunderthis assignment, nor shall the Indenture Trustee (unless the Indenture Trustee shall have become the "Lessor" under the Lease) or the Note Holders holders of the Equipment Notes be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to any of the Indenture DocumentsOperative Agreements to which the Owner Trustee is a party or, or except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Subject to the terms and conditions hereof, the Owner Trustee does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee or otherwise) ), upon the occurrence and during the continuation of an Indenture Event of Default, to ask, require, demand, receive receive, compound and give acquittance for any and all moneys and claims for moneys (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rights) due and to become due to the Owner Trustee (other than Excepted Property), under or arising out of the Indenture Documents and all other property which now Lease, or hereafter constitutes part of the Trust Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises. Under the Lease, The Owner Trustee has directed the Lessee is directed to make all payments of Rent (other than Excepted PaymentsProperty) payable to the Owner Trustee by the Lessee and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of the occurrence of a Lease Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this Indenture. The Owner Trustee agrees that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under as expressly provided in this IndentureIndenture and any Excepted Property. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable to be necessary in obtaining order to obtain the full benefits of the this assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose ofpledge, so long as this Indenture the assignment hereunder shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereofeffect, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, that it will notnot (other than in respect of Excepted Property), except as provided in or permitted by this Indenture (includingIndenture, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture DocumentsLessee, enter into any an agreement amending, modifying amending or supplementing any of the Indenture DocumentsOperative Agreements, or execute any waiver or modification of, or consent under, under the terms of any of the Indenture DocumentsOperative Agreements (other than the Tax Indemnity Agreement), (ii) settle or compromise any claim (other than claims in respect of Excepted Property) against the Lessee arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture DocumentsOperative Agreements, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents Operative Agreements, to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the Note Holders Noteholders from time to timetime of each class of the Notes, except as set forth in Section 2.13 and Article III hereof without any preference, distinction or priority of any one Equipment Note class of Notes over any other regardless class of when issuedNotes by reason of difference in time of issuance or otherwise, except as expressly provided herein, and for the uses and purposes and subject to the terms and provisions set forth in this Indenture. PROVIDED, HOWEVER, that, notwithstanding any of the foregoing provisions or anything to the contrary herein, so long as no Event of Default shall have occurred and be continuing, Royalty Sub shall have the right, to the exclusion of the Trustee and the Noteholders, to exercise in Royalty Sub's name all rights and powers of Royalty Sub under the Purchase and Sale Agreement, the Servicing Agreement, the Hedge Agreement and any other agreement to which Royalty Sub may be a party, SUBJECT TO all of the terms and conditions of this Indenture and the Intercreditor Agreement. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee Royalty Sub shall remain liable under the Indenture Transaction Documents and any other contracts and agreements included in the Collateral to the extent set forth therein and shall perform all of the duties and obligations assumed by it thereunder, all of Royalty Sub thereunder to the same extent as if this Indenture had not been executed in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Trustee of any of its rights hereunder shall not release Royalty Sub from any of its duties or obligations under any such Transaction Documents or other contracts or agreements included in the Collateral, and, prior to the foreclosure of the lien of this Indenture under Section 4.2, the Trustee and the Note Holders Noteholders shall have no obligation or liability under any thereof by reason of or arising out of this Indenture or the assignment hereunder, nor shall the Indenture Trustee or the Note Holders Noteholders be required or obligated in any manner to perform or fulfill any obligations or duties of the Owner Trustee Royalty Sub under or pursuant to any of Transaction Document or any other contract or agreement included in the Indenture DocumentsCollateral or, or except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce any claim for payment assigned hereunder or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Trustee does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee or otherwise) to ask, require, demand, receive and give acquittance for any and all moneys and claims for moneys (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rights) due and to become due to the Owner Trustee under or arising out of the Indenture Documents and all other property which now or hereafter constitutes part of the Trust Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises. Under the Lease, the Lessee is directed to make all payments of Rent (other than Excepted Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of the occurrence of a Lease Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this Indenture. The Owner Trustee agrees that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable in obtaining the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, it will not, except as provided in this Indenture (including, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture Documents, enter into any agreement amending, modifying or supplementing any of the Indenture Documents, or execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (ii) settle or compromise any claim arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture Documents, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:.

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the equal and ratable benefit and security of the Note Holders from time to timeand the Indenture Indemnitees, except as set forth provided in Section 2.13 2.12 and Article III hereof V hereof, without any preference, distinction or priority of any one Equipment Note over any other regardless of when issued, and for the uses and purposes and subject to the terms and provisions conditions set forth in this Indenture and the rights of the Owner Trustee and the Owner Participant under this Indenture. It is expressly agreed that anything herein contained in this Indenture to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Documents and the Equipment Notes to perform all of the obligations assumed by it thereunderunder any of those documents, all in accordance with and pursuant to the terms and provisions thereofof those documents, and the Indenture Trustee Trustee, the Holders and the Note Holders Indenture Indemnitees shall have no obligation or liability under any thereof the Indenture Documents by reason of or arising out of the assignment hereunderunder this Indenture, nor shall the Indenture Trustee or the Note Holders or the Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to any of the Indenture DocumentsDocuments and the Equipment Notes or, or except as herein expressly providedprovided in this Indenture, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Effective upon the occurrence and continuance of an Indenture Event of Default, to the extent permitted by Applicable Law, the Owner Trustee does hereby constitute constitutes the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee or otherwise) ), subject to the terms and conditions of this Indenture, to ask, require, demand, receive receive, compound and give acquittance for any and all Basic Rent, Supplemental Rent payable to the Owner Trustee and Termination Value payments, insurance proceeds and any and all moneys and claims for moneys (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rights) due and to become due to the Owner Trustee under or arising out of the Lease (subject to Section 8.01 hereof) or the other Indenture Documents and all (other property which now or hereafter constitutes part of the Trust Indenture Estatethan Excepted Payments), to endorse any checks or other instruments or orders in connection therewith with the same and to file any claims or to claims, take any action or to institute any proceedings proceeding which the Indenture Trustee may deem to be necessary or advisable in the premises. Under Without limiting the Leasegenerality of the foregoing, but subject to the Lessee is directed to make all payments provisions of Rent (other than Excepted Payments) Sections 7.02 and all other amounts which are required to be paid to or deposited with 7.03 hereof and the rights of the Owner Trustee pursuant and the Owner Participant under Section 8.02 hereof, during the continuance of any Indenture Event of Default, to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as extent permitted by Applicable Law, the Indenture Trustee shall specify, for application have the right under such power of attorney to accept any offer in connection with the exercise of remedies as provided set forth herein of any purchaser to purchase the Airframe and Engines and upon such purchase to execute and deliver in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from the name of and after (i) notice on behalf of the occurrence Owner Trustee an appropriate xxxx of a Lease Event sale and other instruments of Default transfer relating to the Airframe and (ii) notice that the Lease is declared or deemed in defaultEngines, when purchased by such purchaser, and to make all payments of rent and perform all other amounts necessary or appropriate acts with respect to any such purchase, and in its discretion to file any claim or take any other action or proceedings, either in its own name or in the name of the Owner Trustee or otherwise, which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address may deem necessary or addresses as appropriate to protect and preserve the right, title and interest of the Indenture Trustee shall specify, for application or in and to such Rents and other sums and the security intended to be held as provided in this Indenture. The Owner Trustee agrees afforded hereby; provided, however, -------- ------- that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part no action of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to paragraph shall increase the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will promptly and duly execute and deliver obligations or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable in obtaining the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, it will not, except as provided in this Indenture (including, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture Documents, enter into any agreement amending, modifying or supplementing any of the Indenture Documents, or execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (ii) settle or compromise any claim arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture Documents, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights liabilities of the Owner Trustee or to any Person beyond those obligations and liabilities specifically set forth in this Indenture and in the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:other Operative Agreements.

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the Note Holders from time to time, except as set forth in Section 2.13 and Article III hereof without any preference, distinction or priority of any one Equipment Note over any other regardless of when issued, and for the uses and purposes and subject to the terms and provisions set forth in this Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Documents to perform all of the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the Note Holders shall have no obligation or liability under any thereof by reason of or arising out of the assignment hereunder, nor shall the Indenture Trustee or the Note Holders be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to any of the Indenture Documents, or except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Trustee does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee or otherwise) to ask, require, demand, receive and give acquittance for any and all moneys and claims for moneys (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted RightsPayments) due and to become due to the Owner Trustee under or arising out of the Indenture Documents and all other property which now or hereafter constitutes part of the Trust Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises. Trust Indenture Under the Lease, the Lessee is directed to make all payments of Rent (other than Excepted Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of the occurrence of a Lease Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this Indenture. The Owner Trustee agrees that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable in obtaining the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, it will not, except as provided in this Indenture (including, without limitation, Section 9.01) and except as to Excepted Payments and Excepted RightsPayments, (i) accept any payment from the Lessee or Lessee, any Permitted Sublessee Sublessee, FUYO or the Japanese Lessor under any of the Indenture Documents, enter into any agreement amending, modifying or supplementing any of the Indenture Documents, or execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (ii) settle or compromise any claim arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take Trust Indenture any action under any of the Indenture Documents, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted RightsPayments. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the equal and ratable benefit and security of the Note Holders from time to timetime of the Equipment Notes and the Indenture Indemnitees, except as set forth provided in Section 2.13 2.12 and Article III hereof V hereof, without any preference, distinction or priority of any one Equipment Note over any other regardless of when issued, and for the uses and purposes and subject to the terms and provisions conditions set forth in this Indenture. It is expressly agreed that anything herein contained in this Indenture to the contrary notwithstanding, the Owner Trustee Company shall remain liable under the Indenture Documents Operative Agreements and the Purchase Agreement to perform all of the obligations assumed by it thereunderunder any of those documents, all in accordance with and pursuant to the terms and provisions thereofof those documents, and the Indenture Trustee Trustee, the Holders and the Note Holders Indenture Indemnitees shall have no obligation or liability under any thereof such documents by reason of or arising out of the assignment hereunderunder this Indenture, nor shall the Indenture Trustee Trustee, the Holders or the Note Holders Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee Company under or pursuant to any of the Indenture DocumentsOperative Agreements or the Purchase Agreement or, or except as herein expressly providedprovided in this Indenture, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Company agrees that it will not enter into any agreement that would amend, modify, supplement, rescind, cancel or terminate the Purchase Agreement in respect of the Aircraft without the prior written consent of the Indenture Trustee, to the extent any such amendment, modification, supplement, recision, cancellation or termination would have a material adverse effect on the Indenture Trustee or the Holders. The Company does hereby irrevocably constitute and appoint the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, Company (which appointment is coupled with an interest) with full power (in the name of the Owner Trustee Company or otherwise) to ask, require, demand, demand and receive and give acquittance for any and all moneys and claims for moneys money (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rightsproceeds) due and to become due to the Owner Trustee under or arising out of the Indenture Documents and all other property which now or hereafter constitutes part of the Trust Indenture EstateCollateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings proceeding which the Indenture Trustee may deem to be necessary or advisable in the premises. Under the Lease; provided that, the Lessee is directed to make all payments of Rent (other than Excepted Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at ------------- shall not exercise any such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of rights except upon the occurrence and during the continuance of a Lease an Indenture Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this IndentureDefault. The Owner Trustee agrees that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indenture. The Owner Trustee Company agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will Company will, at its own expense promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable in obtaining the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, it will not, except as provided in this Indenture (including, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture Documents, enter into any agreement amending, modifying or supplementing any of the Indenture Documents, or execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (ii) settle or compromise any claim arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture Documents, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:.

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the equal and ratable benefit and security of the Note Holders from time to timetime of the Equipment Notes and the Indenture Indemnitees, except as set forth provided in Section 2.13 2.12 and Article III hereof V hereof, without any preference, distinction or priority of any one Equipment Note over any other regardless of when issued, and for the uses and purposes and subject to the terms and provisions conditions set forth in this Indenture. It is expressly agreed that anything herein contained in this Indenture to the contrary notwithstanding, the Owner Trustee Company shall remain liable under the Indenture Documents Operative Agreements and the Purchase Agreement to perform all of the obligations assumed by it thereunderunder any of those documents, all in accordance with and pursuant to the terms and provisions thereofof those documents, and the Indenture Trustee Trustee, the Holders and the Note Holders Indenture Indemnitees shall have no obligation or liability under any thereof such documents by reason of or arising out of the assignment hereunderunder this Indenture, nor shall the Indenture Trustee Trustee, the Holders or the Note Holders Indenture Indemnitees be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee Company under or pursuant to any of the Indenture DocumentsOperative Agreements or the Purchase Agreement or, or except as herein expressly providedprovided in this Indenture, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Company agrees that it will not enter into any agreement that would amend, modify, supplement, rescind, cancel or terminate the Purchase Agreement in respect of the Aircraft without the prior written consent of the Indenture Trustee, to the extent any such amendment, modification, supplement, recision, cancellation or termination would have a material adverse effect on the Indenture Trustee or the Holders. The Company does hereby irrevocably constitute and appoint the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, Company (which appointment is coupled with an interest) with full power (in the name of the Owner Trustee Company or otherwise) to ask, require, demand, demand and receive and give acquittance for any and all moneys and claims for moneys money (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rightsproceeds) due and to become due to the Owner Trustee under or arising out of the Indenture Documents and all other property which now or hereafter constitutes part of the Trust Indenture EstateCollateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings proceeding which the Indenture Trustee may deem to be necessary or advisable in the premises. Under the Lease; provided that, the Lessee is directed to make all payments of Rent (other than Excepted Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of not exercise any such rights except upon the occurrence and during the continuance of a Lease an Indenture Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this IndentureDefault. The Owner Trustee agrees that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indenture. The Owner Trustee Company agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will Company will, at its own expense promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable in obtaining the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, it will not, except as provided in this Indenture (including, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture Documents, enter into any agreement amending, modifying or supplementing any of the Indenture Documents, or execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (ii) settle or compromise any claim arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture Documents, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there It is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge further covenanted and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED agreed by and between the parties hereto as follows:

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Security Trustee, its successors and assigns, in trust for the benefit and security of the Note Holders from time to time, except as set forth in Section 2.13 and Article III hereof without any preference, distinction or priority of any one Equipment Note over any other regardless of when issuedHolders, and for the uses and purposes and subject to the terms and provisions set forth in this IndentureMortgage. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee Borrower shall remain liable under the Indenture Borrower Documents to perform all of the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Security Trustee and the Note Holders shall have no obligation or liability under any thereof by reason of or arising out of the assignment hereunder, nor shall the Indenture Security Trustee or the Note Holders be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee Borrower under or pursuant to any of the Indenture Borrower Documents, or except as therein or herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Trustee does Borrower hereby constitute the Indenture constitutes Security Trustee the true and lawful attorney of the Owner TrusteeBorrower, irrevocably, with full power (in the name of the Owner Trustee Borrower or otherwise) to ask, require, demand, receive receive, compound and give acquittance for any and all moneys monies and claims for moneys monies (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rightsproceeds) due and to become due to the Owner Trustee under or arising out of the Indenture Borrower Documents and all other property which now or hereafter constitutes part of the Trust Indenture Mortgage Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Security Trustee may deem to be necessary or advisable in the premises. Under the Lease, the Lessee is directed to make all payments of Rent (other than Excepted Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of the occurrence of a Lease Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this Indenture. The Owner Trustee Borrower agrees that promptly on receipt thereof, it will transfer to the Indenture Security Trustee any and all moneys monies from time to time received by it constituting part of the Trust Indenture Mortgage Estate, for distribution by the Indenture Security Trustee pursuant to this IndentureMortgage. Borrower does hereby warrant and represent that (except as permitted herein) it has not assigned or pledged any of its right, title, and interest hereby assigned to anyone other than Security Trustee. Borrower does hereby ratify and confirm the Borrower Documents and does hereby agree that (except (aas permitted herein) it will not take or omit to take any action, the extent taking or omission of which would result in an alteration or impairment of any of the Owner Trustee is entitled to distribution Borrower Documents or of such moneys pursuant to this Indenture and (b) that any of the Owner Trustee shall accept for distribution pursuant to rights created by any thereof or the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indentureassignment hereunder. The Owner Trustee Borrower agrees that at any time and from time to time, upon the written request of the Indenture Security Trustee, the Owner Trustee Borrower will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Security Trustee may reasonably deem desirable in obtaining the full benefits of the this assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, it will not, except as provided in this Indenture (including, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture Documents, enter into any agreement amending, modifying or supplementing any of the Indenture Documents, or execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (ii) settle or compromise any claim arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture Documents, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the equal and ratable benefit and security of the Note Holders from time to timetime of the Certificates, except as set forth in Section 2.13 and Article III hereof without any preference, distinction or priority of any one Equipment Note Certificate over any other regardless of when issued, and for the uses and purposes and subject to the terms and provisions conditions set forth in this Indenture. It is expressly agreed that anything herein contained in this Indenture to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Documents to perform all of the obligations assumed by it thereunderunder any of those documents, all in accordance with and pursuant to the terms and provisions thereofof those documents, and the Indenture Trustee and the Note Holders of the Certificates shall have no obligation or liability under any thereof the Indenture Documents by reason of or arising out of the assignment hereunderunder this Indenture, nor shall the Indenture Trustee or the Note Holders of the Certificates be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to any of the Indenture DocumentsDocuments or, or except as herein expressly providedprovided in this Indenture, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Effective upon the occurrence and continuance of an Indenture Event of Default, the Owner Trustee does hereby constitute constitutes the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee or otherwise) ), subject to the terms and conditions of this Indenture, to ask, require, demand, receive receive, compound and give acquittance for any and all Interim Rent, Basic Rent, Supplemental Rent payable to the Owner Trustee, Stipulated Loss Value and Termination Value payments, insurance proceeds and any and all moneys and claims for moneys (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rights) due and to become due to the Owner Trustee under or arising out of the Lease (subject to Section 8.01 hereof) or the other Indenture Documents and all (other property which now or hereafter constitutes part of the Trust Indenture Estatethan Excepted Payments), to endorse any checks or other instruments or orders in connection therewith with the same and to file any claims or to claims, take any action or to institute any proceedings proceeding which the Indenture Trustee may deem to be necessary or advisable in the premises. Under the Lease, Lease the Lessee is directed to make all payments of Rent (other than Excepted Payments) payable to the Owner Trustee and all other amounts (other than Excepted Payments) which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses in the United States of America as the Indenture Trustee shall specify, specify for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of the occurrence of a Lease Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this Indenture. The Owner Trustee agrees that if, notwithstanding such provision, it shall have received any such amounts, promptly on receipt thereofof any such payment, it will transfer to the Indenture Trustee any and all moneys from time to time received by it the Owner Trustee constituting part of the Trust Indenture Estate, Estate for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement (i) any amounts distributed to it by the Indenture Trustee under this Indenture, and (ii) any Excepted Payments. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable in obtaining the full benefits of the assignment hereunder and of the rights and powers herein granted; provided, however, that the Owner Trustee shall have no obligation to execute and deliver or cause to be executed or delivered to the Indenture Trustee any such instrument or document if such execution and delivery would result in the imposition of additional liabilities on the Owner Trustee or the Owner Participant or would result in a burden on the Owner Participant's business activities, unless the Owner Trustee or the Owner Participant, as the case may be, is indemnified to its reasonable satisfaction against any losses, liabilities and expenses incurred in connection with such execution and delivery. The Owner Trustee does hereby warrant and represent that it has not assigned assigned, pledged or pledgedotherwise disposed of, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture the assignment hereunder shall remain in effect and the Lien hereof shall not have been released terminated pursuant to Section 10.01 14.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, that it will not, except in respect of Excepted Payments or otherwise as provided in or permitted by this Indenture (includingIndenture, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture Documentssublessee (other than Excepted Payments), enter into any an agreement amending, modifying amending or supplementing any of the Indenture DocumentsOperative Agreements, or execute any waiver or modification of, or consent under, under the terms of any of the Indenture DocumentsOperative Agreements, (ii) settle or compromise any claim (other than claims in respect of Excepted Payments) against the Lessee arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture DocumentsOperative Agreements, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents Operative Agreements, to arbitration thereunder. For purposes Concurrently with the delivery of Section 4.02(e) hereofthis Indenture, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or has delivered to the Owner Participant under Section 5.10 hereofIndenture Trustee executed counterparts of the Trust Agreement and the chattel paper original counterpart of the Lease. IT IS HEREBY COVENANTED AND AGREED It is hereby further covenanted and agreed by and between the parties hereto as follows:

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the Note Holders holders of the Equipment Notes from time to time, except as set forth in Section 2.13 and Article III hereof without any preference, distinction or priority of any one Equipment Note over any other regardless of when issuedEquipment Note, and for the uses and purposes purposes, and subject to the terms and provisions provisions, set forth in this Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee shall remain liable under each of the Indenture Documents Operative Agreements to which it is a party to perform all of the obligations obligations, if any, assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the Note Holders holders of the Equipment Notes shall have no obligation or liability under any thereof of the Operative Agreements to which the Owner Trustee is a party by reason of or arising out of the assignment hereunderthis assignment, nor shall the Indenture Trustee (unless the Indenture Trustee shall have become the "Lessor" under the Lease) or the Note Holders holders of the Equipment Notes be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to any of the Indenture DocumentsOperative Agreements to which the Owner Trustee is a party or, or except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Subject to the terms and conditions hereof, the Owner Trustee does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee or otherwise) ), upon the occurrence and during the continuation of an Indenture Event of Default, to ask, require, demand, receive receive, compound and give acquittance for any and all moneys and claims for moneys (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted Rights) due and to become due to the Owner Trustee under or arising out of the Indenture Documents and all other property which now or hereafter constitutes part of the Trust Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises. Under the Lease, the Lessee is directed to make all payments of Rent (other than Excepted Payments) and all other amounts which are required to be paid to Property), under or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of the occurrence of a Lease Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this Indenture. The Owner Trustee agrees that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable to be necessary in obtaining order to obtain the full benefits of the this assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose ofpledge, so long as this Indenture the assignment hereunder shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereofeffect, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, that it will notnot (other than in respect of Excepted Property), except as provided in or permitted by this Indenture (includingIndenture, without limitation, Section 9.01) and except as to Excepted Payments and Excepted Rights, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture DocumentsLessee, enter into any an agreement amending, modifying amending or supplementing any of the Indenture DocumentsOperative Agreements, or execute any waiver or modification of, or consent under, under the terms of any of the Indenture DocumentsOperative Agreements (other than the Tax Indemnity Agreement), (ii) settle or compromise any claim (other than claims in respect of Excepted Property) against the Lessee arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture DocumentsOperative Agreements, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Indenture Documents Operative Agreements, to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted Rights. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

Habendum Clause. TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the Note Holders from time to time, except as set forth in Section 2.13 and Article III hereof without any preference, distinction or priority of any one Equipment Note over any other regardless of when issued, and for the uses and purposes and subject to the terms and provisions set forth in this Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner Trustee shall remain liable under the Indenture Documents to perform all of the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the Note Holders shall have no obligation or liability under any thereof by reason of or arising out of the assignment hereunder, nor shall the Indenture Trustee or the Note Holders be required or obligated in any manner to perform or fulfill any obligations of the Owner Trustee under or pursuant to any of the Indenture Documents, or except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The Owner Trustee does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee or otherwise) to ask, require, demand, receive and give acquittance for any and all moneys and claims for moneys (in each case including insurance and requisition proceeds but excluding Excepted Payments and Excepted RightsPayments) due and to become due to the Owner Trustee under or arising out of the Indenture Documents and all other property which now or hereafter constitutes part of the Trust Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises. Under the Lease, the Lessee is directed to make all payments of Rent (other than Excepted Payments) and all other amounts which are required to be paid to or deposited with the Owner Trustee pursuant to the Lease (other than Excepted Payments) directly to Trust Indenture the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Pursuant to each Sublease Assignment, each Permitted Sublessee will be directed from and after (i) notice of the occurrence of a Lease Event of Default and (ii) notice that the Lease is declared or deemed in default, to make all payments of rent and all other amounts which are required to be paid to or deposited with the Lessee pursuant to the related Assigned Sublease and which are assigned thereunder directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application or to be held as provided in this Indenture. The Owner Trustee agrees that promptly on receipt thereof, it will transfer to the Indenture Trustee any and all moneys from time to time received by it constituting part of the Trust Indenture Estate, for distribution by the Indenture Trustee pursuant to this Indenture, except (a) to the extent the Owner Trustee is entitled to distribution of such moneys pursuant to this Indenture and (b) that the Owner Trustee shall accept for distribution pursuant to the Trust Agreement any amounts distributed to it by the Indenture Trustee under this Indenture. The Owner Trustee agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner Trustee will promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem desirable in obtaining the full benefits of the assignment hereunder and of the rights and powers herein granted. The Owner Trustee does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will not assign or pledge or otherwise dispose of, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 10.01 hereof, any of its estate, right, title or interest hereby assigned, to anyone other than the Indenture Trustee, and that, with respect to such estate, right, title and interest hereby assigned, subject to its rights pursuant to Section 5.10 hereof, it will not, except as provided in this Indenture (including, without limitation, Section 9.01) and except as to Excepted Payments and Excepted RightsPayments, (i) accept any payment from the Lessee or any Permitted Sublessee under any of the Indenture Documents, enter into any agreement amending, modifying or supplementing any of the Indenture Documents, or execute any waiver or modification of, or consent under, the terms of any of the Indenture Documents, (ii) settle or compromise any claim arising under any of the Indenture Documents, (iii) give any notice or exercise any right or take any action under any of the Indenture Documents, or (iv) submit or consent to the submission of any dispute, difference or other Trust Indenture matter arising under or in respect of any of the Indenture Documents to arbitration thereunder. For purposes of Section 4.02(e) hereof, this is the fourth paragraph following the Habendum Clause. The Owner Trustee hereby ratifies and confirms its obligations under the Indenture Documents and does hereby agree that (except as permitted herein) it will not take, or omit to take, any action, the taking or omission of which might result in an alteration or impairment of any of the Indenture Documents or of any of the rights created by any thereof or the assignment hereunder. Notwithstanding the Granting Clause or any of the preceding paragraphs, there is hereby excluded from the foregoing sale, transfer, assignment, grant, pledge and security interest all Excepted Payments and Excepted RightsPayments. Further, nothing in the Granting Clause or the preceding paragraphs shall impair any of the rights of the Owner Trustee or the Owner Participant under Section 5.10 hereof. IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows: