Common use of Termination of Indenture Clause in Contracts

Termination of Indenture. This Indenture and the ------------------------ trusts created hereby shall terminate, and this Indenture shall be of no further force or effect, when: (a) the principal of and interest on and all other amounts due and payable under all Secured Notes and all other amounts due and payable to any Holder or the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) the Indenture Trustee shall have sold or made other final disposition of all property and all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof; or (c) all Secured Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate to the effect that all conditions precedent relating to the termination of this Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel to the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall survive. Except as otherwise provided in the preceding sentence, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

Termination of Indenture. This Upon payment in full of the principal of and interest on, and all other amounts payable to the Noteholders hereunder, under all Lessor Notes and under the Operative Documents and to the issuer of the Debt Service Letter of Credit, the Security Agent shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the lien of this Lease Indenture and releasing the ------------------------ trusts created hereby shall terminateIndenture Estate Documents from the assignment and pledge thereof hereunder, and the Security Agent shall execute and deliver such instrument as aforesaid and, at the Owner Xxxxxx's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Lessor to give effect to such release; PROVIDED, HOWEVER, that this Lease Indenture shall earlier terminate and shall be of no further force or effect, when: (a) the principal of and interest on and all other amounts due and payable under all Secured Notes and all other amounts due and payable to effect upon any Holder sale or the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) the Indenture Trustee shall have sold or made other final disposition by the Security Agent of all property constituting part of the Indenture Estate and the final distribution by the Security Agent of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof; or (c) all Secured . Further, upon the purchase or redemption of the Lessor Notes not theretofore delivered pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to then the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion Security Agent of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge certificate from each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate Noteholder to the effect that all conditions precedent relating sums payable to the termination Noteholders hereunder and under the Operative Documents, the Security Agent shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the lien of this Lease Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to releasing the Indenture Trustee an Officer's Certificate Estate Documents from the assignment and an Opinion of Counsel to pledge hereunder, and the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes Security Agent shall execute and deliver such instruments as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall surviveaforesaid. Except as otherwise provided in the preceding sentencethis Section 12.1, this Lease Indenture and the trusts lien created hereby by this Lease Indenture shall continue in full force and effect in accordance with the terms hereof. Promptly upon receipt by a Noteholder of payment in full of the principal of and interest on the Lessor Notes held by it, and all other amounts payable to it hereunder, under the Lessor Notes and under the Operative Documents and under the Debt Service Reserve Letter of Credit such Noteholder shall deliver the appropriate certificate contemplated by the foregoing sentences of this Section 12.1 to be delivered by it.

Termination of Indenture. This Except as provided in this ------------------------ Section 10.01, this Indenture and the ------------------------ trusts created hereby shall terminate, and this Indenture shall be of no further force or effect, when: (a) the principal of and interest on and all other amounts due and payable under all Secured Notes and all other amounts due and payable to any Holder or the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) the Indenture Trustee shall have sold or made other final disposition of all property and all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof; or (c) all Secured Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust Trustee has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 Section 17(a)(vi) of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in -------- ------- clause (A), the right of the Owner Trust Trustee to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust Trustee or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate to the effect that all conditions precedent relating to the termination of this Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel to the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise by the Owner Trust Trustee of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.102.11, 6.11 and 7.09 shall survive. Except as otherwise provided in the preceding sentence, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

Termination of Indenture. This Indenture Upon payment in full of the Principal Amount of, Make-Whole Amount, if any, and all accrued and unpaid interest on and other amounts then due with respect to the Equipment Notes and provided that there shall then be no other amounts then due to the Note Holders and the ------------------------ Indenture Trustee hereunder or under the Lease or the Refunding Agreement or otherwise secured hereby, the Lien of this Indenture shall be deemed discharged and the security interests in favor of the Indenture Trustee and the Note Holders hereunder shall terminate, and the Owner Trustee shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee, an appropriate instrument evidencing the discharge of such Lien and the termination of such security interest in the Engine and release of the Indenture Documents from the assignment and pledge thereof hereunder, and the Indenture Trustee shall execute and deliver such instrument as aforesaid and, at the Owner Trustee's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Trustee to give effect to such discharge, termination and release; provided, however, that this Indenture Trust Indenture 90 - 85 - and the trusts created hereby shall terminate, earlier terminate and this Indenture shall be of no further force or effect, when: (a) the principal of and interest on and all effect as expressly provided pursuant to Article X hereof or upon any sale or other amounts due and payable under all Secured Notes and all other amounts due and payable to any Holder or final disposition by the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) of all property part of the Trust Indenture Estate and the final distribution by the Indenture Trustee shall have sold or made other final disposition of all property and all moneys or other property or proceeds constituting part of the Trust Indenture Estate in accordance with the terms hereof; or (c) all Secured Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate to the effect that all conditions precedent relating to the termination of this Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel to the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall survive. Except as aforesaid otherwise provided in the preceding sentenceprovided, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

Termination of Indenture. This Indenture and the ------------------------ trusts created hereby shall terminate, and this Indenture shall be of no further force or effect, when: (a) This Indenture shall terminate on the principal of and interest on and all other amounts due and payable under all Secured Notes and all other amounts due and payable to any Holder or Termination Date. The Servicer shall promptly notify the Indenture Trustee hereunder or under in writing of any prospective termination pursuant to this Article XIII. Upon termination of the Indenture, the Indenture Trustee shall notify the KL2 3395391.6 Lockbox Bank of the same pursuant to the Account Control Agreement, the Liens in favor of the Indenture Trustee on the Trust Estate shall automatically terminate and the Indenture Trustee shall convey and transfer of all right, title and interest in and to the Loans and other Operative Document shall have been paid property and funds in full; orthe Trust Estate to the Issuer. (b) Notice of any prospective termination (other than pursuant to Section 6.01(a) with respect to Voluntary Prepayments in full), specifying the Payment Date for payment of the final payment and requesting the surrender of the Notes for cancellation, shall be given promptly by the Indenture Trustee shall have sold or made other final disposition of all property and all moneys or other property or proceeds constituting part by letter to the Noteholders as of the applicable Record Date and the Rating Agency upon the Indenture Estate in accordance with Trustee receiving written notice of such event from the terms hereof; or (c) all Secured Notes not theretofore delivered Issuer or the Servicer. The Issuer or the Servicer shall give such notice to the Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result not later than the 5th day of redemption or upon acceleration), or will become due and payable (including as a result the month of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or final Payment Date describing (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit Payment Date upon which final payment of the HoldersNotes shall be made, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) the amount of any such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate to the effect that all conditions precedent relating to the termination of this Indenture under this Section 10.01(d) have been complied with; final payment, and (iii) the Charterer has delivered to the Indenture Trustee an Officer's Certificate location for presentation and an Opinion of Counsel to the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes as a result surrender of the exercise by Notes. Surrender of the Owner Trust Notes that are Definitive Notes shall be a condition of its option under this Section 10.01(d) payment of such final payment. KL2 3395391.6 In Witness Whereof, the Issuer and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations caused this Indenture to be duly executed as of the day and year first above written. Sunnova Helios XIV Issuer, LLC, as Issuer By /s/ Xxxx Xxxxxxxx __________________________________ Name: Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer Wilmington Trust, National Association, as Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10By /s/ Xxxxxxx Xxxxxx __________________________________ Name: Xxxxxxx Xxxxxx Title: Vice President Agreed and Acknowledged: Sunnova ABS Management, 6.11 and 7.09 shall survive. Except LLC as otherwise provided in the preceding sentenceManager By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, this Indenture and the trusts created hereby shall continue in full force and effect in accordance Chief Financial Officer Sunnova ABS Management, LLC as Servicer By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer KL2 3395391 KL2 3395391.6 Sunnova Energy Corporation with the terms hereof.respect to Section 5.08 By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer KL2 3395391 Annex A Standard Definitions

Termination of Indenture. This Indenture and the ------------------------ trusts created hereby shall terminate, terminate and this Indenture shall be of no further force or effect, when: effect upon the earlier of (a) payment in full of the principal of and of, interest (including interest at the Overdue Rate, if any), Premium Amount, if any, on and all other amounts due and payable under all Secured the Notes and all other amounts due payable with respect to the Notes as set forth in the Note and the schedules thereto payable to any Holder or Noteholder and (ii) payment in full of all amounts to the Indenture Trustee hereunder hereunder, under the Notes and under the Participation Agreement, or under any other Operative Document shall have been paid in full; or (b) the Indenture Trustee shall have sold sale or made other final disposition by the Indenture Trustee or the Owner Trustee, as the case may be, of all property the Indenture Estate and the final distribution by the Indenture Trustee of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms of Section 5 hereof; or (c) all Secured Notes not theretofore delivered to provided, however, that if at the Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result time of redemption any such sale or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except disposition as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, b) (unless the conditions set forth in the opinion of clause (a) above have been satisfied) (i) a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Lease Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound shall have occurred and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate to the effect that all conditions precedent relating to the termination of this Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel to the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize incomebe continuing, gain or loss for Federal income tax purposes as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall survive. Except as otherwise provided in the preceding sentence, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereofhereof until such time as such Lease Event of Default or Indenture Event of Default shall have been remedied or waived. Upon such payment in full of all amounts referred to in clause (a) above, the Indenture Trustee shall pay all moneys or other properties or proceeds constituting part of the Indenture Estate (the distribution of which is not otherwise provided for herein) to the Owner Trustee. Upon the termination of this Indenture, the Owner Trustee and the Indenture Trustee shall each execute and deliver such release, notice or other document as any party to this Indenture may reasonably request for the purpose of evidencing such termination.

Termination of Indenture. This Upon payment in full of the principal of and interest on, and all other amounts payable to the Noteholders hereunder, under all Lessor Notes and under the Operative Documents and to each of the Debt Service Letter of Credit Secured Parties, the Security Agent shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the lien of this Lease Indenture and releasing the ------------------------ trusts created hereby shall terminateIndenture Estate Documents from the assignment and pledge thereof hereunder, and the Security Agent shall execute and deliver such instrument as aforesaid and, at the Owner Lessor's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Lessor to give effect to such release; PROVIDED, HOWEVER, that this Lease Indenture shall earlier terminate and shall be of no further force or effect, when: (a) the principal of and interest on and all other amounts due and payable under all Secured Notes and all other amounts due and payable to effect upon any Holder sale or the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) the Indenture Trustee shall have sold or made other final disposition by the Security Agent of all property constituting part of the Indenture Estate and the final distribution by the Security Agent of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof; or (c) all Secured . Further, upon the purchase or redemption of the Lessor Notes not theretofore delivered pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to then the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion Security Agent of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge certificate from each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate Noteholder to the effect that all conditions precedent relating sums payable to the termination Noteholders hereunder and under the Operative Documents, the Security Agent shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the lien of this Lease Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to releasing the Indenture Trustee an Officer's Certificate Estate Documents from the assignment and an Opinion of Counsel to pledge hereunder, and the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes Security Agent shall execute and deliver such instruments as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall surviveaforesaid. Except as otherwise provided in the preceding sentencethis Section 12.1, this Lease Indenture and the trusts lien created hereby by this Lease Indenture shall continue in full force and effect in accordance with the terms hereof. Promptly upon receipt by a Noteholder of payment in full of the principal of and interest on the Lessor Notes held by it, and all other amounts payable to it hereunder, under the Lessor Notes and under the Operative Documents and under the Debt Service Reserve Letter of Credit such Noteholder shall deliver the appropriate certificate contemplated by the foregoing sentences of this Section 12.1 to be delivered by it.

Termination of Indenture. This Upon payment in full of the principal of and interest on, and all other amounts payable to the Noteholders hereunder, under all Lessor Notes and under the Operative Documents and to the issuer of the Debt Service Letter of Credit, the Security Agent shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the Lien of this Lease Indenture and releasing the ------------------------ trusts created hereby shall terminateIndenture Estate Documents from the assignment and pledge thereof hereunder, and the Security Agent shall execute and deliver such instrument as aforesaid and, at the Owner Lessor's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Lessor to give effect to such release; PROVIDED, HOWEVER, that this Lease Indenture shall earlier terminate and shall be of no further force or effect, when: (a) the principal of and interest on and all other amounts due and payable under all Secured Notes and all other amounts due and payable to effect upon any Holder sale or the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) the Indenture Trustee shall have sold or made other final disposition by the Security Agent of all property constituting part of the Indenture Estate and the final distribution by the Security Agent of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof; or (c) all Secured . Further, upon the purchase or redemption of the Lessor Notes not theretofore delivered pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to then the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion Security Agent of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge certificate from each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate Noteholder to the effect that all conditions precedent relating sums payable to the termination Noteholders hereunder and under the Operative Documents, the Security Agent shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the Lien of this Lease Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to releasing the Indenture Trustee an Officer's Certificate Estate Documents from the assignment and an Opinion of Counsel to pledge hereunder, and the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes Security Agent shall execute and deliver such instruments as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall surviveaforesaid. Except as otherwise provided in the preceding sentencethis Section 12.1, this Lease Indenture and the trusts Lien created hereby by this Lease Indenture shall continue in full force and effect in accordance with the terms hereof. Promptly upon receipt by a Noteholder of payment in full of the principal of and interest on the Lessor Notes held by it, and all other amounts payable to it hereunder, under the Lessor Notes and under the Operative Documents and under the Debt Service Reserve Letter of Credit such Noteholder shall deliver the appropriate certificate contemplated by the foregoing sentences of this Section 12.1 to be delivered by it.

Termination of Indenture. This Indenture and the ------------------------ trusts created hereby shall terminate, terminate and this Indenture shall be of no further force or effect, when: effect (or with respect to the Georgia Properties shall be cancelled and surrendered) upon the earlier of (a) payment in full of the principal of of, Redemption Premium, if any, and interest (including interest at the Overdue Rate, if any) on and all other amounts due and payable under all of the Secured Notes and all other amounts due and payable to any Holder or to the Indenture Trustee hereunder or hereunder, under the Secured Notes and under any other Operative Document shall have been paid in full; or Document, and (b) the Indenture Trustee shall have sold sale or made other final disposition by the Indenture Trustee of all property the Indenture Trustee's right, title and interest in the Properties in accordance with the terms hereof and the final distribution by the Indenture Trustee of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof; or of Article VI. Upon such payment in full of all amounts referred to in clause (ca) all Secured Notes not theretofore delivered to of the preceding sentence, the Indenture Trustee for cancellation have become due and payable shall pay all moneys or other properties or proceeds constituting part of the Estate (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect the distribution of which irrevocable notice has been given is not otherwise provided for herein) to the Grantor. Upon the termination of this Indenture, the Grantor and the Indenture Trustee on shall at the expense of the Grantor each execute and deliver such release, notice or prior to other document as the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust other party may reasonably request for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered evidencing such termination. With respect to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate to the effect that all conditions precedent relating to the termination of this Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel to the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall survive. Except as otherwise provided in the preceding sentenceProperty, this Indenture and the trusts created hereby shall continue terminate and such Property (but only such Property) shall be released from the Lien of this Indenture and the other Security Documents upon any of (i) the termination of the Lease with respect to such Property by Lessee pursuant to Section 3.1 or Section 6.1 thereof; provided that no Property shall be released from the lien of this Indenture pursuant to this clause (i) unless immediately after giving effect to such release the ratio of (a) the outstanding principal amount of the Outstanding Notes to (b) the aggregate Lessor's Cost of the Property that has not been released from the Lien of the Security Documents shall not exceed the Maximum Loan to Collateral Value Ratio, (ii) the termination of the Lease with respect to such Property pursuant to Section 14.1 or 14.3 thereof and the payment in full force to the Indenture Trustee of the amounts required to be paid pursuant to Section 2.04(a) hereof in respect of such Property, (iii) the termination of the Lease with respect to such Property pursuant to the Lessee's exercise of its rights under Section 9.3(iii) of the Participation Agreement and effect the payment in full to the Indenture Trustee of the amounts required to be paid pursuant to Section 2.04(b) hereof in respect of such Property, (iv) the termination of the Lease with respect to such Property pursuant to Section 6.2 of the Lease and the payment in full to the Indenture Trustee of the amounts required to be paid pursuant to Section 2.04(c) hereof in respect of such Property or (v) the termination of the Lease with respect to such Property pursuant to the Lessee's exercise of its rights under Section 9.1, 9.3(i) or 9.3(ii) of the Participation Agreement and the payment in full to the Indenture Trustee of the amounts required to be paid pursuant to Section 2.04(d) hereof in respect of such Property. Upon the termination of this Indenture with respect to any Property as provided in the immediately preceding sentence, (i) each of the Grantor and the Indenture Trustee, at the expense of the Owner Participant, shall execute and deliver such release, notice or other document as the other party may reasonably request with respect to such Property for the purpose of evidencing such partial termination, and (ii) the Grantor, at the expense of the Owner Participant, shall immediately transfer title to and possession of such Property to an Affiliate or other third party in accordance with the terms hereofof Section 6.29(e) of the Participation Agreement. Notwithstanding anything to the contrary contained herein or in any other Operative Document, in no event shall any Property be released from the Lien of this Indenture and the other Security Documents unless after giving effect to such release, the aggregate Lessor's Cost of all Properties remaining subject to the Lien of this Indenture and the other Security Documents shall be equal to or greater than the difference between (x) $193,814,079.00 and (y) the Lessor's Cost attributable to any Property released from the Lien of the Indenture upon the occurrence of a Terminating Event, if any; provided, however, that notwithstanding anything contained in this paragraph, any Property may be released from the Lien of this Indenture and the Security Documents if the Grantor shall prepay, with funds provided by the Owner Participant or the Recourse Guarantor, the Secured Notes in full at a redemption price equal to the amount of the Secured Notes Outstanding together with Redemption Premium applicable thereto, and all accrued and unpaid interest thereon to the date fixed for such redemption and any other amounts then due and payable hereunder or under any other Operative Document to or for the benefit of any Holder or the Indenture Trustee. Notwithstanding any other provision of this Section 11.01, this Indenture and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect twenty-one (21) years less one (1) day after the death of the last survivor of the lineal descendants of Xxxxxx X. Xxxxxxx, father of the late Xxxx X. Xxxxxxx, President of the United States of America from 1961-1963, alive as of the date of this Indenture; provided, that if such trusts shall be or become valid under Applicable Laws and Regulations for a period subsequent to such date (or, without limiting the generality of the foregoing, if legislation shall become effective providing for the validity or permitting the effective grant of such trusts for a period exceeding the period for which such trusts are hereinabove stated to extend and be valid), then such trusts shall not terminate as aforesaid but shall extend to and continue in effect, but only if such non-termination and extension shall then be valid under Applicable Laws and Regulations, until such time as the same shall, under Applicable Laws and Regulations, cease to be valid.

Termination of Indenture. This If at any time after (a) the Owner Trustee shall have paid or caused to be paid the principal of and interest on all the Equipment Notes outstanding hereunder, as and when the same shall have become due and payable and provided that there shall be no Secured Obligations due to the Indenture Indemnitees, or (b) the Owner Trustee shall have delivered to the Indenture Trustee for cancellation all Equipment Notes theretofore authenticated (other than any Equipment Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07 hereof), then this Indenture shall cease to be of further effect, and the Indenture Trustee, on demand of the Owner Trustee and at the cost and expense of the Owner Trustee, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Owner Trustee agrees to reimburse and indemnify the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the Equipment Notes. Upon (or at any time after) payment in full to the Indenture Trustee, as trust funds, of the principal of and interest on and Make-Whole Premium, if any, and all other amounts due hereunder and under all Equipment Notes and of any Secured Obligations owed to the Indenture Indemnitees, and provided that there shall then be no other amounts due to the Indenture Trustee hereunder or under the Participation Agreement or otherwise secured hereby, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing the Aircraft from the Lien of this Indenture and releasing the Indenture Documents from the assignment thereof hereunder, and the Indenture Trustee shall execute and deliver such instrument as aforesaid and, at the Owner Trustee's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Trustee to give effect to such release; provided, however, that this Indenture and the ------------------------ trusts created hereby shall terminate, terminate earlier and this Indenture shall be of no further force or effect, when: (a) the principal of and interest on and all effect upon any sale or other amounts due and payable under all Secured Notes and all other amounts due and payable to any Holder or final disposition by the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) of all property forming a part of the Trust Indenture Estate and the final distribution by the Indenture Trustee shall have sold or made other final disposition of all property and all moneys or other property or proceeds constituting part of the Trust Indenture Estate in accordance with the terms hereof; or (c) all Secured Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate to the effect that all conditions precedent relating to the termination of this Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel to the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall survive. Except as aforesaid otherwise provided in the preceding sentenceprovided, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

Termination of Indenture. This Upon payment in full of the principal of and interest on, and all other amounts payable to the Noteholders hereunder, under all Lessor Notes and under the Operative Documents and to each of the Debt Service Letter of Credit Secured Parties, the Security Agent shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the lien of this Lease Indenture and releasing the ------------------------ trusts created hereby shall terminateIndenture Estate Documents from the assignment and pledge thereof hereunder, and the Security Agent shall execute and deliver such instrument as aforesaid and, at the Owner Lessor's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Lessor to give effect to such release; provided, however, that this Lease Indenture shall earlier terminate and shall be of no further force or effect, when: (a) the principal of and interest on and all other amounts due and payable under all Secured Notes and all other amounts due and payable to effect upon any Holder sale or the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) the Indenture Trustee shall have sold or made other final disposition by the Security Agent of all property constituting part of the Indenture Estate and the final distribution by the Security Agent of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof; or (c) all Secured . Further, upon the purchase or redemption of the Lessor Notes not theretofore delivered pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to then the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion Security Agent of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge certificate from each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Event of Default under paragraph 7 of Article 21 of the Charter shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred to above in clause (A), the right of the Owner Trust to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to the Indenture Trustee an Officer's Certificate Noteholder to the effect that all conditions precedent relating sums payable to the termination Noteholders hereunder and under the Operative Documents, the Security Agent shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the lien of this Lease Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer has delivered to releasing the Indenture Trustee an Officer's Certificate Estate Documents from the assignment and an Opinion of Counsel to pledge hereunder, and the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes Security Agent shall execute and deliver such instruments as a result of the exercise by the Owner Trust of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and 7.09 shall surviveaforesaid. Except as otherwise provided in the preceding sentencethis Section 12.1, this Lease Indenture and the trusts lien created hereby by this Lease Indenture shall continue in full force and effect in accordance with the terms hereof. Promptly upon receipt by a Noteholder of payment in full of the principal of and interest on the Lessor Notes held by it, and all other amounts payable to it hereunder, under the Lessor Notes and under the Operative Documents and under the Debt Service Reserve Letter of Credit such Noteholder shall deliver the appropriate certificate contemplated by the foregoing sentences of this Section 12.1 to be delivered by it.

Termination of Indenture. This Except as provided in this ------------------------ Section 10.01, this Indenture and the ------------------------ trusts created hereby shall terminate, and this Indenture shall be of no further force or effect, when: (a) the principal of and interest on and all other amounts due and payable under all Secured Notes and all other amounts due and payable to any Holder or the Indenture Trustee hereunder or under any other Operative Document shall have been paid in full; or (b) the Indenture Trustee shall have sold or made other final disposition of all property and all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof; or (c) all Secured Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable (whether upon stated maturity, as a result of redemption or upon acceleration), or will become due and payable (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit) at maturity within one year, and there has been deposited with the Indenture Trustee in trust for the purpose of paying and discharging the entire indebtedness on the Secured Notes not theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, an amount in cash sufficient without reinvestment thereof to discharge such indebtedness, including the principal of and interest on the Secured Notes to the date of such deposit (in the case of Secured Notes which have become due and payable), or to the maturity thereof, as the case may be; or (i) the Owner Trust Trustee has deposited or caused to be deposited irrevocably (except as provided in Section 7.09(b)) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. United States Government Obligations which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide (not later than one Business Day before the due date or any payment referred to below in this clause) money in an amount, or (C) a combination of money and U.S. United States Government Obligations referred to in the foregoing clause (B), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge each installment of principal of and interest on the Outstanding Secured Notes on the dates such payments of principal or interest are due (including as a result of redemption in respect of which irrevocable notice has been given to the Indenture Trustee on or prior to the date of such deposit), and no Charter Lease Event of Default under paragraph 7 of Article 21 Section 15(g) of the Charter Lease shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; provided, however, that upon the making of the deposit referred -------- ------- to above in clause (A), the right of the Owner Trust Trustee to cause the redemption of Secured Notes (except a redemption in respect of which irrevocable notice has theretofore been given) shall terminate; and (ii) (A) such deposit will not constitute an Indenture Event of Default under this Indenture or a default or event of default under any other agreement or instrument to which the Owner Trust Trustee or the Charterer Lessee is a party or by which it is bound and (B) the Charterer Lessee has delivered to the Indenture Trustee an Officer's Certificate to the effect that all conditions precedent relating to the termination of this Indenture under this Section 10.01(d) have been complied with; and (iii) the Charterer Lessee has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel to the effect that there has been published by the Internal Revenue Service a ruling to the effect that Loan Participants will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise by the Owner Trust Trustee of its option under this Section 10.01(d) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; and (iv) all other amounts then due and payable hereunder to any Holder or the Indenture Trustee have been paid; provided, however, that the obligations of the Indenture Trustee contained in -------- ------- Sections 2.01 through 2.102.11, 6.11 and 7.09 shall survive. Except as otherwise provided in the preceding sentence, this Indenture and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.