Common use of Release of all Collateral Clause in Contracts

Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.07, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer’s Certificate of each Transferor certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Indenture. (c) Each Transferor, the Issuer and the Noteholders shall be entitled to receive at least 10 days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.074.6, the Indenture Trustee Collateral Agent shall, at the request of the Issuer Issuing Entity or when otherwise required by the provisions of this IndentureAsset Pool One Supplement, execute instruments to release property from the lien of this IndentureAsset Pool One Supplement, or convey the Indenture TrusteeCollateral Agent’s interest (which is held by the Indenture Trustee Collateral Agent for the benefit of the Asset Pool One Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this IndentureAsset Pool One Supplement. No party relying upon an instrument executed by the Indenture Trustee Collateral Agent as provided in this Article II will be bound to ascertain the Indenture TrusteeCollateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer’s Certificate of each Transferor certifying that the IssuerIssuing Entity’s obligations under the Indenture and this Indenture Asset Pool One Supplement have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee Collateral Agent shall (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer Issuing Entity or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this IndentureAsset Pool One Supplement and (ii) not be deemed to hold the Security Interest for the benefit of itself, the Indenture Trustee, the Asset Pool One Noteholders, any applicable Derivative Counterparty, any applicable Supplemental Credit Enhancement Provider or any applicable Supplemental Liquidity Provider. (c) Each Transferor, the Issuer The Transferor and the Asset Pool One Noteholders shall be entitled to receive at least 10 days written notice when the Indenture Trustee Collateral Agent proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee Collateral Agent shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee Collateral Agent in connection with any such action.

Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.07, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer’s Certificate of each the Transferor certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Indenture. (c) Each The Transferor, the Issuer and the Noteholders shall be entitled to receive at least 10 days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.074.6, the Indenture Trustee Collateral Agent shall, at the request of the Issuer or when otherwise required by the provisions of this IndentureAsset Pool One Supplement, execute instruments to release property from the lien of this IndentureAsset Pool One Supplement, or convey the Indenture Trustee’s Collateral Agent's interest (which is held by the Indenture Trustee Collateral Agent for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this IndentureAsset Pool One Supplement. No party relying upon an instrument executed by the Indenture Trustee Collateral Agent as provided in this Article II will be bound to ascertain the Indenture Trustee’s Collateral Agent's authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer’s 's Certificate of each Transferor certifying that the Issuer’s 's obligations under the Indenture and this Indenture Asset Pool One Supplement have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee Collateral Agent shall (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this IndentureAsset Pool One Supplement and (ii) not be deemed to hold the Security Interest for the benefit of itself, the Indenture Trustee, the Asset Pool One Noteholders, any applicable Derivative Counterparty, any applicable Supplemental Credit Enhancement Provider or any applicable Supplemental Liquidity Provider. (c) Each Transferor, the Issuer The Transferor and the Asset Pool One Noteholders shall be entitled to receive at least 10 days written notice when the Indenture Trustee Collateral Agent proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee Collateral Agent shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee Collateral Agent in connection with any such action.

Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.07, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer’s 's Certificate of each Transferor certifying that the Issuer’s 's obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Indenture. (c) Each Transferor, the Issuer and the Noteholders shall be entitled to receive at least 10 days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.074.06, the Indenture Trustee Collateral Agent shall, at the request of the Issuer Issuing Entity or when otherwise required by the provisions of this IndentureAsset Pool One Supplement, execute instruments to release property from the lien of this IndentureAsset Pool One Supplement, or convey the Indenture TrusteeCollateral Agent’s interest (which is held by the Indenture Trustee Collateral Agent for the benefit of the Asset Pool One Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this IndentureAsset Pool One Supplement. No party relying upon an instrument executed by the Indenture Trustee Collateral Agent as provided in this Article II will be bound to ascertain the Indenture TrusteeCollateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer’s Certificate of each Transferor certifying that the IssuerIssuing Entity’s obligations under the Indenture and this Indenture Asset Pool One Supplement have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee Collateral Agent shall (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer Issuing Entity or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this IndentureAsset Pool One Supplement and (ii) not be deemed to hold the Security Interest for the benefit of itself, the Indenture Trustee, the Asset Pool One Noteholders, any applicable Derivative Counterparty, any applicable Supplemental Credit Enhancement Provider or any applicable Supplemental Liquidity Provider. (c) Each Transferor, the Issuer The Transferor and the Asset Pool One Noteholders shall be entitled to receive at least 10 days ten (10) days’ written notice when the Indenture Trustee Collateral Agent proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee Collateral Agent shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee Collateral Agent in connection with any such action.

Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.077.07, the Indenture Trustee shall, at the request of the Issuer Issuing Entity or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II XII will be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer’s Certificate of each Transferor certifying that the IssuerIssuing Entity’s obligations under the Indenture and this Indenture have been satisfied and discharged by complying with the provisions of this Article IIXII, the Indenture Trustee shall (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer Issuing Entity or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this IndentureIndenture and (ii) not be deemed to hold the Security Interest for the benefit of itself, the Indenture Trustee, the Noteholders, any applicable Derivative Counterparty, any applicable Supplemental Credit Enhancement Provider or any applicable Supplemental Liquidity Provider. (c) Each Transferor, the Issuer The Transferor and the Noteholders shall be entitled to receive at least 10 days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Release of all Collateral. (a) Subject to the payment of its fees fees, expenses and expenses indemnities (other than indemnities and reimbursement obligations for which a claim has not yet been asserted) pursuant to Section 8.078.07 and payment in full of all amounts due and payable to the Noteholders (other than indemnities and reimbursement obligations for which a claim has not yet been asserted or except as otherwise permitted by this Indenture), the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property and Collateral from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.. EAST\146409251.8147895167.4 (b) Upon delivery of an Officer’s Certificate of each Transferor the Issuer (which shall be acknowledged by the Majority Holders), certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Indenture. (c) Each TransferorThe Master Servicer, each Asset Servicer, the Issuer and the Noteholders shall be entitled to receive at least 10 days written prior notice when the Indenture Trustee proposes to take any action pursuant to clause (a) or (b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied withwith or waived in accordance with the terms of this Indenture and that such action is not inconsistent with any of the provisions of this Indenture. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate certificate, including any Officer’s Certificates, or other instrument delivered to the Indenture Trustee in connection with any such action, unless such counsel knew or in the exercise of reasonable care should have known, any such certificate or other instrument, or any factual matter asserted therein, is erroneous.

Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.07, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for the benefit of the NoteholdersSpecified Creditors) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer’s Certificate of each Transferor certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Indenture. (c) Each Transferor, the Issuer and the Noteholders shall be entitled to receive at least 10 ten days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.