IN
CONNECTION WITH SUCH PERFORMANCE OR COMPLIANCE TOGETHER WITH INTEREST THEREON AT
THE RATE SPECIFIED IN THE RELATED SUPPLEMENT, SHALL BE PAYABLE BY THE ISSUER TO
THE INDENTURE TRUSTEE ON DEMAND AND SHALL CONSTITUTE OBLIGATIONS SECURED HEREBY.
SECTION 404.
RELEASE OF SECURITY INTEREST.
THE INDENTURE TRUSTEE, AT THE
WRITTEN DIRECTION OF THE SERVICER (AND WITH THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT IF AN EARLY AMORTIZATION EVENT SHALL HAVE OCCURRED), SHALL
RELEASE FROM THE SECURITY INTEREST CREATED PURSUANT TO THE TERMS OF THIS
INDENTURE, ANY ELIGIBLE ENGINE, THE RELATED LEASE AGREEMENT AND ANY OTHER
RELATED ASSETS SOLD OR TRANSFERRED PURSUANT TO SECTION 606(A) HEREOF.
IN
EFFECTUATING SUCH RELEASE, THE INDENTURE TRUSTEE SHALL BE ENTITLED TO RELY ON A
CERTIFICATE OF THE SERVICER (PROVIDED, HOWEVER, THAT AFTER THE OCCURRENCE OF AN
EARLY AMORTIZATION EVENT, THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION SHALL
BE ENTITLED TO DELIVER SUCH CERTIFICATION) IDENTIFYING EACH ELIGIBLE ENGINE, THE
RELATED LEASE AGREEMENT OR OTHER ITEMS TO BE RELEASED FROM THE LIEN OF THIS
INDENTURE IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 404 ACCOMPANIED BY
AN ASSET BASE CERTIFICATE AND STATING THAT SUCH RELEASE IS IN COMPLIANCE WITH
SECTIONS 404 AND 606(A) HEREOF.
The Indenture Trustee will, promptly upon receipt of such certificate from the
Servicer or the Administrative Agent and at the Issuer's expense, execute and
deliver to the Issuer, the Seller or the Servicer, as appropriate, and each
Series Enhancer, a non-recourse certificate of release substantially in the form
of Exhibit F hereto and such additional documents and instruments as that Person
may reasonably request (including UCC termination statements and appropriate
filings with the FAA or other Governmental Authority) to evidence the
termination and release from the Lien of this Indenture of such Eligible Engine,
the related Lease Agreement and the other related items of Collateral.
SECTION 405.
ADMINISTRATION OF COLLATERAL.
(A)
THE INDENTURE TRUSTEE HEREBY
ACKNOWLEDGES THE APPOINTMENT BY THE ISSUER OF THE SERVICER TO SERVICE AND
ADMINISTER THE COLLATERAL IN ACCORDANCE WITH THE PROVISIONS OF THE SERVICING
AGREEMENT AND AGREES TO PROVIDE THE SERVICER WITH SUCH DOCUMENTATION, AND TO
TAKE ALL SUCH ACTIONS, AS THE SERVICER MAY REASONABLY REQUEST IN ACCORDANCE WITH
THE PROVISIONS OF THE SERVICING AGREEMENT OR AS THE ISSUER MAY REQUEST.
(B)
THE INDENTURE TRUSTEE SHALL AS PROMPTLY AS PRACTICABLE NOTIFY THE
NOTEHOLDERS, EACH SERIES ENHANCER AND THE ADMINISTRATIVE AGENT OF ANY SERVICER
DEFAULT OF WHICH IT HAS PRIOR ACTUAL KNOWLEDGE, AND AT THE DIRECTION OF THE
REQUISITE GLOBAL MAJORITY, SHALL DELIVER TO THE SERVICER A SERVICER TERMINATION
NOTICE TERMINATING THE SERVICER OF ITS RESPONSIBILITIES IN ACCORDANCE WITH THE
TERMS OF THE SERVICING AGREEMENT.
IF THE ADMINISTRATIVE AGENT IS UNABLE TO
LOCATE AND QUALIFY A SUCCESSOR SERVICER WITHIN SIXTY (60) DAYS AFTER THE DATE OF
DELIVERY OF THE SERVICER TERMINATION NOTICE, THEN THE INDENTURE TRUSTEE MAY
APPOINT, OR PETITION A COURT OF COMPETENT JURISDICTION TO APPOINT, A COMPANY
ACCEPTABLE TO THE REQUISITE GLOBAL
37
MAJORITY, AND WHOSE REGULAR BUSINESS INCLUDES EQUIPMENT LEASING, AS THE
SUCCESSOR TO THE SERVICER