Common use of Termination of Indenture Clause in Contracts

Termination of Indenture. 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 Indenture 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 ▇▇▇▇▇▇'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 upon any sale or 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. Further, upon the purchase or redemption of the Lessor Notes pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect that all sums payable to the 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 and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments as aforesaid. Except as otherwise provided in this Section 12.1, this Lease Indenture and the lien created 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. Upon payment in full of This Indenture and the principal of and interest on------------------------ trusts created hereby shall terminate, 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 this Indenture Estate from the lien of this Lease Indenture and releasing the Indenture 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 ▇▇▇▇▇▇'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 upon 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 sale 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 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. Further; 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 purchase or 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 Lessor Notes pursuant Owner Trust or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder an Officer's Certificate to the effect that all sums payable conditions precedent relating to the Noteholders hereunder termination of this Indenture under this Section 10.01(d) have been complied with; and under (iii) the Operative Documents, the Security Agent shall execute and deliver 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 Lessor an appropriate instrument releasing 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 Estate from Trustee have been paid; provided, however, that the lien obligations of this Lease Indenture and releasing the Indenture Estate Documents from the assignment Trustee contained in -------- ------- Sections 2.01 through 2.10, 6.11 and pledge hereunder, and the Security Agent 7.09 shall execute and deliver such instruments as aforesaidsurvive. Except as otherwise provided in this Section 12.1the preceding sentence, this Lease Indenture and the lien trusts created by this Lease Indenture hereby 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. Upon payment in full of the principal of and interest onon and Break Amount, if any, and all other amounts payable to the Noteholders hereunder, due under all Lessor Notes Certificates and under the Operative Documents payment and performance in full of all other Secured Obligations referred to the issuer in clause (i) of the Debt Service Letter Granting Clause hereof then due and, if a Specified Default or an Event of CreditDefault shall have occurred and be continuing, payment in full of the Other Secured Obligations then due and unpaid, the Security Agent Indenture Trustee shall execute and deliver to or as directed in writing by the Owner Lessor Borrower an appropriate instrument releasing the Aircraft and the Indenture Estate from the lien Lien of this Lease Indenture and releasing the Indenture Estate Documents from the assignment and pledge thereof hereunderIndenture, and the Security Agent Indenture Trustee shall execute and deliver such instrument as aforesaid and, at the Owner ▇▇▇▇▇▇'s Borrower’s expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Lessor Borrower to give effect to such release; PROVIDEDprovided, HOWEVERhowever, that this Lease Indenture and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect and the rights of the Holders of the Certificates and the Indenture Trustee shall terminate (and the Indenture Trustee shall release, by an appropriate instrument, the Indenture Estate and the Aircraft from the Lien of this Indenture) upon any sale or other final disposition by the Security Agent Indenture Trustee of all property constituting part of the Indenture Estate and the final distribution by the Security Agent Indenture Trustee of all moneys monies or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereof. FurtherIn addition, upon in connection with the purchase or redemption release of the Lessor Notes pursuant to Section 4.7 or 4.8 hereofLien of this Indenture, and receipt by the Lease if an international interest in favor of Indenture Trustee and then the Security Agent of a certificate from each Noteholder with respect to the effect that all sums payable Airframe and any Engine subject to the Noteholders hereunder and under Indenture shall have been registered with the Operative DocumentsInternational Registry, the Security Agent Indenture Trustee shall execute and deliver discharge or consent in writing to the Owner Lessor an appropriate instrument releasing the Indenture Estate from the lien discharge of this Lease Indenture and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments as aforesaidregistration. Except as aforesaid otherwise provided in this Section 12.1provided, this Lease Indenture and the lien trusts created by this Lease Indenture hereby 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. Upon payment Except as provided in full of this ------------------------ Section 10.01, this Indenture and the principal of and interest ontrusts created hereby shall terminate, 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 this Indenture Estate from the lien of this Lease Indenture and releasing the Indenture 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 ▇▇▇▇▇▇'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 upon 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 sale 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 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. Further; 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 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) 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 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 Lease Event of Default under Section 15(g) of the 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 purchase or making of the deposit referred -------- ------- to above in clause (A), the right of the Owner 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 Lessor Notes pursuant Owner Trustee or the Lessee is a party or by which it is bound and (B) the Lessee has delivered to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder an Officer's Certificate to the effect that all sums payable conditions precedent relating to the Noteholders hereunder termination of this Indenture under this Section 10.01(d) have been complied with; and under (iii) the Operative Documents, the Security Agent shall execute and deliver 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 Lessor an appropriate instrument releasing 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 Estate from Trustee have been paid; provided, however, that the lien obligations of this Lease Indenture and releasing the Indenture Estate Documents from the assignment Trustee contained in -------- ------- Sections 2.01 through 2.11, 6.11 and pledge hereunder, and the Security Agent 7.09 shall execute and deliver such instruments as aforesaidsurvive. Except as otherwise provided in this Section 12.1the preceding sentence, this Lease Indenture and the lien trusts created by this Lease Indenture hereby 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. 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 each of the Debt Service Letter of CreditCredit 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 Indenture 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 upon any sale or 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. Further, upon the purchase or redemption of the Lessor Notes pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect that all sums payable to the 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 and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments as aforesaid. Except as otherwise provided in this Section 12.1, this Lease Indenture and the lien created 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. (a) This Indenture shall terminate on the Termination Date. The Servicer shall promptly notify the Indenture Trustee in writing of any prospective termination pursuant to this Article XIII. Upon payment in full termination of the principal 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 onin and to the Loans and other property and funds in the 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 all other amounts payable requesting the surrender of the Notes for cancellation, shall be given promptly by the Indenture Trustee by letter to the Noteholders hereunder, under all Lessor Notes as of the applicable Record Date and under the Operative Documents and Rating Agency upon the Indenture Trustee receiving written notice of such event from the Issuer or the Servicer. The Issuer or the Servicer shall give such notice to the issuer Indenture Trustee not later than the 5th day of the Debt Service Letter month of Creditthe final Payment Date describing (i) the Payment Date upon which final payment of the Notes shall be made, (ii) the amount of any such final payment, and (iii) the location for presentation and surrender of the Notes. Surrender of the Notes that are Definitive Notes shall be a condition of payment of such final payment. KL2 3395391.6 In Witness Whereof, the Security Agent shall execute Issuer and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate from Trustee have caused this Indenture to be duly executed as of the lien of this Lease Indenture day and releasing the Indenture Estate Documents from the assignment and pledge thereof hereunderyear first above written. Sunnova Helios XIV Issuer, and the Security Agent shall execute and deliver such instrument LLC, as aforesaid and, at the Owner Issuer By /s/ ▇▇▇▇ ▇▇▇▇▇▇'s expense▇▇ __________________________________ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President, will execute Chief Financial Officer Wilmington Trust, National Association, as Indenture Trustee By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ __________________________________ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Agreed and deliver such other instruments or documents Acknowledged: Sunnova ABS Management, LLC as may be reasonably requested by the Owner Lessor to give effect to such release; PROVIDEDManager By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President, HOWEVERChief Financial Officer Sunnova ABS Management, that this Lease Indenture shall earlier terminate and shall be of no further force or effect upon any sale or 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 LLC as Servicer By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer KL2 3395391 KL2 3395391.6 Sunnova Energy Corporation with the terms hereof. Further, upon the purchase or redemption of the Lessor Notes pursuant respect to Section 4.7 or 4.8 hereof5.08 By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect that all sums payable to the 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 and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments as aforesaid. Except as otherwise provided in this Section 12.1, this Lease Indenture and the lien created 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.Chief Financial Officer KL2 3395391 Annex A Standard Definitions

Termination of Indenture. Upon payment in full of the principal of and interest onPrincipal Amount of, Make-Whole Amount, if any, and all accrued and unpaid interest on and other amounts payable then due with respect to the Noteholders hereunder, under all Lessor 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 Operative Documents Lease or the Refunding Agreement or otherwise secured hereby, the Lien of this Indenture shall be deemed discharged and to the issuer security interests in favor of the Debt Service Letter of CreditIndenture Trustee and the Note Holders hereunder shall terminate, and the Security Agent Owner Trustee shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Lessor Trustee, an appropriate instrument releasing evidencing the discharge of such Lien and the termination of such security interest in the Engine and release of the Indenture Estate from the lien of this Lease Indenture and releasing the Indenture Estate Documents from the assignment and pledge thereof hereunder, and the Security Agent 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 Lessor Trustee to give effect to such discharge, termination and release; PROVIDEDprovided, HOWEVERhowever, that this Lease Indenture Trust Indenture 90 - 85 - and the trusts created hereby shall earlier terminate and this Indenture shall be of no further force or effect as expressly provided pursuant to Article X hereof or upon any sale or other final disposition by the Security Agent Indenture Trustee of all property constituting part of the Trust Indenture Estate and the final distribution by the Security Agent Indenture Trustee of all moneys or other property or proceeds constituting part of the Trust Indenture Estate in accordance with the terms hereof. Further, upon the purchase or redemption of the Lessor Notes pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect that all sums payable to the 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 and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments as aforesaid. Except as aforesaid otherwise provided in this Section 12.1provided, this Lease Indenture and the lien trusts created by this Lease Indenture hereby 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. 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 each of the Debt Service Letter of CreditCredit 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 Indenture 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; PROVIDEDprovided, HOWEVERhowever, that this Lease Indenture shall earlier terminate and shall be of no further force or effect upon any sale or 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. Further, upon the purchase or redemption of the Lessor Notes pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect that all sums payable to the 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 and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments as aforesaid. Except as otherwise provided in this Section 12.1, this Lease Indenture and the lien created 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. 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 This Indenture and releasing the Indenture Estate Documents from the assignment and pledge thereof hereunder, and the Security Agent trusts created hereby shall execute and deliver such instrument as aforesaid and, at the Owner ▇▇▇▇▇▇'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 this Indenture shall be of no further force or 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, Redemption Premium, if any, and interest (including interest at the Overdue Rate, if any) on all of the Secured Notes and all other amounts payable to any Holder or to the Indenture Trustee hereunder, under the Secured Notes and under any other Operative Document, and (b) the sale or other final disposition by the Security Agent of all property constituting part Indenture Trustee of the Indenture Estate Trustee's right, title and interest in the Properties in accordance with the terms hereof and the final distribution by the Security Agent Indenture Trustee of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the terms hereofof Article VI. Further, upon the purchase or redemption Upon such payment in full of all amounts referred to in clause (a) of the Lessor Notes preceding sentence, the Indenture Trustee shall pay all moneys or other properties or proceeds constituting part of the Estate (the distribution of which is not otherwise provided for herein) to the Grantor. Upon the termination of this Indenture, the Grantor and the Indenture Trustee shall at the expense of the Grantor each execute and deliver such release, notice or other document as the other party may reasonably request for the purpose of evidencing such termination. With respect to each Property, this Indenture and the trusts created hereby shall 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 4.7 3.1 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect Section 6.1 thereof; provided that all sums payable to the Noteholders hereunder and under the Operative Documents, the Security Agent no Property shall execute and deliver to the Owner Lessor an appropriate instrument releasing the Indenture Estate 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 Indenture with respect to such Property pursuant to Section 14.1 or 14.3 thereof and releasing the payment in full to the Indenture Estate Documents from Trustee of the assignment and pledge hereunderamounts 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 the Security Agent 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 instruments release, notice or other document as aforesaid. Except as otherwise provided in this Section 12.1the other party may reasonably request with respect to such Property for the purpose of evidencing such partial termination, this Lease Indenture and (ii) the lien created by this Lease Indenture Grantor, at the expense of the Owner Participant, shall continue in full force immediately transfer title to and effect 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. Promptly 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 receipt 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 a Noteholder of payment the Owner Participant or the Recourse Guarantor, the Secured Notes in full at a redemption price equal to the amount of the principal of and interest on the Lessor Secured Notes held by itOutstanding 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 it hereunder, under or for the Lessor Notes and under benefit of any Holder or the Operative Documents and under the Debt Service Reserve Letter of Credit such Noteholder shall deliver the appropriate certificate contemplated by the foregoing sentences Indenture Trustee. Notwithstanding any other provision of this Section 12.1 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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, father of the late ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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 delivered by itvalid.

Termination of Indenture. Upon payment Except as provided in full of this ------------------------ Section 10.01, this Indenture and the principal of and interest ontrusts created hereby shall terminate, 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 this Indenture Estate from the lien of this Lease Indenture and releasing the Indenture 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 ▇▇▇▇▇▇'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 upon 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 sale 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 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. Further; 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 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 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 purchase or making of the deposit referred to above in -------- ------- clause (A), the right of the Owner 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 Lessor Notes pursuant Owner Trustee or the Charterer is a party or by which it is bound and (B) the Charterer has delivered to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder an Officer's Certificate to the effect that all sums payable conditions precedent relating to the Noteholders hereunder termination of this Indenture under this Section 10.01(d) have been complied with; and under (iii) the Operative Documents, the Security Agent shall execute and deliver 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 Lessor an appropriate instrument releasing 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 Estate from Trustee have been paid; provided, however, that the lien obligations of this Lease Indenture and releasing the Indenture Estate Documents from the assignment Trustee contained in -------- ------- Sections 2.01 through 2.11, 6.11 and pledge hereunder, and the Security Agent 7.09 shall execute and deliver such instruments as aforesaidsurvive. Except as otherwise provided in this Section 12.1the preceding sentence, this Lease Indenture and the lien trusts created by this Lease Indenture hereby 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. 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 Lien of this Lease Indenture and releasing the Indenture 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 upon any sale or 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. Further, upon the purchase or redemption of the Lessor Notes pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect that all sums payable to the 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 Lien of this Lease Indenture and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments as aforesaid. Except as otherwise provided in this Section 12.1, this Lease Indenture and the lien Lien created 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. 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 onon and Make-Whole Premium, if any, and all other amounts payable due hereunder and under all Equipment Notes and of any Secured Obligations owed to the Noteholders hereunderIndenture Indemnitees, under all Lessor Notes and provided that there shall then be no other amounts due to the Indenture Trustee hereunder or under the Operative Documents and to the issuer of the Debt Service Letter of CreditParticipation Agreement or otherwise secured hereby, the Security Agent Owner Trustee shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Lessor Trustee an appropriate instrument releasing the Indenture Estate Aircraft from the lien Lien of this Lease Indenture and releasing the Indenture Estate Documents from the assignment and pledge thereof hereunder, and the Security Agent 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 Lessor Trustee to give effect to such release; PROVIDEDprovided, HOWEVERhowever, that this Lease Indenture and the trusts created hereby shall terminate earlier terminate and this Indenture shall be of no further force or effect upon any sale or other final disposition by the Security Agent Indenture Trustee of all property constituting forming a part of the Trust Indenture Estate and the final distribution by the Security Agent Indenture Trustee of all moneys or other property or proceeds constituting part of the Trust Indenture Estate in accordance with the terms hereof. Further, upon the purchase or redemption of the Lessor Notes pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect that all sums payable to the 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 and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments as aforesaid. Except as aforesaid otherwise provided in this Section 12.1provided, this Lease Indenture and the lien trusts created by this Lease Indenture hereby 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. 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 This Indenture and releasing the Indenture Estate Documents from the assignment and pledge thereof hereunder, and the Security Agent trusts created hereby shall execute and deliver such instrument as aforesaid and, at the Owner ▇▇▇▇▇▇'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 this Indenture shall be of no further force or effect upon the earlier of (a) payment in full of the principal of, interest (including interest at the Overdue Rate, if any), Premium Amount, if any, on all the Notes and all other amounts payable with respect to the Notes as set forth in the Note and the schedules thereto payable to any Noteholder and (ii) payment in full of all amounts to the Indenture Trustee hereunder, under the Notes and under the Participation Agreement, or (b) the sale or other final disposition by the Security Agent of all property constituting part Indenture Trustee or the Owner Trustee, as the case may be, of the Indenture Estate and the final distribution by the Security Agent 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. Further; provided, upon however, that if at the purchase time of any such sale or redemption of the Lessor Notes pursuant to Section 4.7 or 4.8 hereof, and receipt by the Lease Indenture Trustee and then the Security Agent of a certificate from each Noteholder to the effect that all sums payable to the 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 and releasing the Indenture Estate Documents from the assignment and pledge hereunder, and the Security Agent shall execute and deliver such instruments disposition as aforesaid. Except as otherwise provided in the foregoing clause (b) (unless the conditions set forth in clause (a) above have been satisfied) (i) a Lease Event of Default shall have occurred and be continuing or (ii) an Indenture Event of Default shall have occurred and be continuing, then this Section 12.1, this Lease Indenture and the lien trusts created by this Lease Indenture 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. Promptly upon receipt by a Noteholder of Upon such payment in full of all amounts referred to in clause (a) above, the principal Indenture Trustee shall pay all moneys or other properties or proceeds constituting part of and interest on the Lessor Notes held by it, and all other amounts payable Indenture Estate (the distribution of which is not otherwise provided for herein) to it hereunder, under the Lessor Notes and under Owner Trustee. Upon the Operative Documents and under the Debt Service Reserve Letter of Credit such Noteholder shall deliver the appropriate certificate contemplated by the foregoing sentences termination of this Section 12.1 Indenture, the Owner Trustee and the Indenture Trustee shall each execute and deliver such release, notice or other document as any party to be delivered by itthis Indenture may reasonably request for the purpose of evidencing such termination.