Common use of Release of Trust Estate Clause in Contracts

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Appears in 16 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2015-A), Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)

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Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.08, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.08 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if anyother actions as are required in that Section.

Appears in 13 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2015-B), Indenture (Hyundai Abs Funding LLC), Indenture (Hyundai Auto Receivables Trust 2017-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if anyother actions as are required in that Section.

Appears in 12 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2011-B), Indenture (Hyundai Auto Receivables Trust 2011-A), Indenture (Hyundai Abs Funding Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Grantor Trust under the Interest Rate Swaps, if any have has been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)dissolved, release any remaining portion of the Trust Estate Collateral that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Entity, the Grantor Trust or any other Person entitled thereto any funds then on deposit in the Trust Designated Accounts, including distribution of the funds in the Reserve Account, less Investment Earnings, to the Certificate Distribution Account (for further distribution to the Certificateholders). The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt by it of an Issuing Entity Request accompanied by Request, an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel addressed to the Indenture Trustee and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.0111.1. (c) The Indenture Trustee shall, at such time as there are no Class N Notes Outstanding and all sums due to the Indenture Trustee shall provide copies in connection with, and reasonably attributable (as determined by the Administrator) to, such Class N Notes pursuant to Section 6.7 have been paid, release any remaining portion of all such documents the Collateral that secured the Class N Notes from the Lien of this Indenture and release to the Swap CounterpartyDepositor any funds then on deposit in the Class N Reserve Account, if anyincluding Investment Earnings. The Indenture Trustee shall release such property from the Lien of this Indenture pursuant to this Section 8.4(c) only upon receipt by it of an Issuing Entity Request and an Officer’s Certificate certifying that all conditions precedent to such release have been satisfied.

Appears in 11 contracts

Samples: Indenture (Carvana Auto Receivables Trust 2022-P1), Indenture (Carvana Auto Receivables Trust 2022-P1), Indenture (Carvana Auto Receivables Trust 2021-P4)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture or the Servicing Agreement shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid paid, and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Credit Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request a request from the Issuer accompanied by an Officer’s Officers' Certificate and a letter from the Credit Enhancer, stating that the Credit Enhancer has no objection to such request from the Issuer. (d) The Indenture Trustee shall, at the request of the Issuing EntityIssuer or the Depositor, an Opinion surrender (x) the Group I Policy to the Credit Enhancer for cancellation, upon final payment of Counsel principal of and interest on the Class I Notes and (if required by y) the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents Group II Policy to the Swap CounterpartyCredit Enhancer for cancellation, if anyupon final payment of principal of and interest on the Class II Notes.

Appears in 7 contracts

Samples: Indenture (RFMSII Series 2006-Hsa2 Trust), Indenture (RFMSII Series 2005-Hsa1 Trust), Indenture (Home Equity Loan Trust 2005-Hs1)

Release of Trust Estate. (a) Subject to the payment of its fees fees, expenses and expenses pursuant to Section 6.07indemnification, the Indenture Trustee may, and when required by the provisions of this Indenture or the Servicing Agreement, shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party Person relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Enhancer have been paid (and the Indenture Trustee shall be permitted Policy has been returned to rely on a certificate from the Swap Counterparty, if any to that effect)Credit Enhancer, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Officers' Certificate and a letter from the Enhancer stating that the Enhancer has no objection to such request from the Issuer. (d) The Indenture Trustee shall, at the request of the Issuing EntityIssuer or the Depositor, an Opinion of Counsel and (if required by surrender the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents Policy to the Swap CounterpartyEnhancer for cancellation, if anyupon final payment of principal of and interest on the Notes.

Appears in 6 contracts

Samples: Indenture (GMACM Home Equity Loan Trust 2007-He2), Indenture (GMACM Home Equity Loan Trust 2006-He3), Indenture (GMACM Home Equity Loan Trust 2007-He1)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid in full and all amounts (including Swap Termination Payments) owing by the Trust under the each Interest Rate Swaps, if any Swap Agreement have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Issuer's obligations under the Notes and the Interest Rate Swap Agreements from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of (i) an Issuing Entity Issuer Request accompanied by confirmation that all amounts owing by the Issuer under each Interest Rate Swap Agreement have been paid, an Officer’s 's Certificate of the Issuing Entity, and an Opinion of Counsel Counsel, in each case stating that all conditions precedent, if any, provided for in this Indenture relating to the release of the property from the lien of this Indenture have been complied with, provided that 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 and (ii) if required by the TIA) , Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.1.

Appears in 6 contracts

Samples: Indenture (Mmca Auto Owner Trust 2001 2), Indenture (Mmca Auto Owner Trust 2001-1), Indenture (Mmca Auto Owner Trust 2001-3)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Appears in 6 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2011-A), Indenture (World Omni Auto Receivables Trust 2011-A), Indenture (World Omni Auto Receivables Trust 2010-A)

Release of Trust Estate. The Trustee shall (a) Subject to in connection with any removal of Removed Receivables from the payment Trust Estate, release the portion of its fees and expenses pursuant to Section 6.07, the Trust Estate constituting or securing the Removed Receivables from the Lien created by this Indenture Trustee may, and when upon receipt of an Officer’s Certificate of the Issuer certifying that the Outstanding Receivables Balance (or such other amount required in connection with the disposition of such Removed Receivables as provided by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent Transaction Documents) with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire respect thereto has been deposited into the satisfaction of any conditions precedent or see to Collection Account and such release is authorized and permitted under the application of any monies. Transaction Documents, (b) The in connection any redemption of the Notes of any Series, release the Trust Estate from the Lien created by this Indenture Trustee shall, at such time as there are no Notes Outstanding upon receipt of an Officer’s Certificate of the Issuer certifying that (i) the Redemption Price and all sums other amounts due and owing on the Redemption Date have been deposited into a Trust Account that is within the sole control of the Trustee, and (ii) such release is authorized and permitted under the Transaction Documents and (c) on or after the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)Termination Date, release any remaining portion of the Trust Estate that secured the Notes from the lien of Lien created by this Indenture and release to in each case deposit in the Issuing Entity or any other Person entitled thereto Collection Account any funds then on deposit in the any other Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only Account upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityIssuer, an Opinion of Counsel and Independent Certificates (if this Indenture is required by to be qualified under the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any15.1.

Appears in 6 contracts

Samples: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of (i) an Issuing Entity Issuer Request accompanied by an Officer’s 's Certificate of the Issuing Entity, and an Opinion of Counsel Counsel, in each case stating that all conditions precedent, if any, provided for in this Indenture relating to the release of the property from the lien of this Indenture have been complied with, provided that 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 and (ii) if required by the TIA) , Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.1.

Appears in 5 contracts

Samples: Indenture (Mmca Auto Owner Trust 2001-1), Indenture (Mmca Auto Receivables Trust), Indenture (Mmca Auto Receivables Trust)

Release of Trust Estate. (a) Subject to the payment of its fees fees, expenses and expenses pursuant to Section 6.07indemnification, the Indenture Trustee may, and when required by the provisions of this Indenture or the Servicing Agreement, shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party Person relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Credit Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Officers' Certificate and a letter from the Credit Enhancer stating that the Credit Enhancer has no objection to such request from the Issuer. (d) The Indenture Trustee shall, at the request of the Issuing EntityIssuer or the Depositor, an Opinion of Counsel and (if required by surrender the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents Policy to the Swap CounterpartyCredit Enhancer for cancellation, if anyupon final payment of principal of and interest on the Notes.

Appears in 5 contracts

Samples: Indenture (Residential Asset Mortgage Products Inc), Indenture (Residential Asset Mortgage Products Inc), Indenture (Residential Asset Mortgage Products Inc)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsDeposit Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Section Xxxxxon 11.01. (c) Each Noteholder, and by the acceptance of a Note, acknowledges that promptly following the Closing Date the Indenture Trustee shall provide copies release, and does hereby release, the lien of all such documents this Indenture on each Fixed Value Payment and Fixed Value Finance Charges (subject to Section 5.03(b) of the Swap CounterpartySale and Servicing Agreement), if any, assigned by the Issuer to the Seller, and consents to such release.

Appears in 5 contracts

Samples: Indenture (DaimlerChrysler Auto Trust 2006-B), Indenture (DaimlerChrysler Auto Trust 2006-A), Indenture (Daimlerchrysler Auto Trust 2005-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid in full and all amounts (including Swap Termination Payments) owing by the Trust under the Interest Rate Swaps, if any Swap Agreement have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes and the Interest Rate Swap Agreement from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of (i) an Issuing Entity Issuer Request accompanied by confirmation that all amounts owing by the Issuer under the Interest Rate Swap Agreement have been paid, an Officer’s 's Certificate of the Issuing Entity, and an Opinion of Counsel Counsel, in each case stating that all conditions precedent, if any, provided for in this Indenture relating to the release of the property from the lien of this Indenture have been complied with, provided that 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 and (ii) if required by the TIA) , Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.

Appears in 5 contracts

Samples: Indenture (Mmca Auto Receivables Trust), Indenture (Mmca Auto Receivables Trust), Indenture (Mmca Auto Owner Trust 2002-5)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if anyother actions as are required in that Section.

Appears in 5 contracts

Samples: Indenture (BMW Vehicle Owner Trust 2004-A), Indenture (SSB Vehicle Sec Huntington Auto Trust 2000-A), Indenture (National City Auto Receivables Trust 2004-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture and other Basic Documents have been paid paid, and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Credit Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request a request from the Issuer accompanied by an Officer’s Officers' Certificate and a letter from the Credit Enhancer, stating that the Credit Enhancer has no objection to such request from the Issuer. (d) The Indenture Trustee shall, at the request of the Issuing EntityIssuer or the Depositor, an Opinion of Counsel and (if required by surrender the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents Credit Enhancement Instrument to the Swap CounterpartyCredit Enhancer for cancellation, if anyupon final payment on the Notes.

Appears in 4 contracts

Samples: Indenture (Rfmsii 2005-Hi1), Indenture (Home Loan Trust 2004-Hi2), Indenture (Residential Funding Mortgage Securities Ii Inc)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsDeposit Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) Each Noteholder, and by the acceptance of a Note, acknowledges that promptly following the Closing Date the Indenture Trustee shall provide copies release, and does hereby release, the lien of all such documents this Indenture on each Fixed Value Payment and Fixed Value Finance Charges (subject to Section 5.03(b) of the Swap CounterpartySale and Servicing Agreement), if any, assigned by the Issuer to the Seller, and consents to such release.

Appears in 4 contracts

Samples: Indenture (Daimlerchrysler Auto Trust 2004-A), Indenture (Daimlerchrysler Services North America LLC), Indenture (DaimlerChrysler Auto Trust 2006-D)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture and other Basic Documents have been paid and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Credit Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request a request from the Issuer accompanied by an Officer’s Officers' Certificate and a letter from the Credit Enhancer, stating that the Credit Enhancer has no objection to such request from the Issuer. (d) The Indenture Trustee shall, at the request of the Issuing EntityIssuer or the Depositor, an Opinion of Counsel and (if required by surrender the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents Credit Enhancement Instrument to the Swap CounterpartyCredit Enhancer for cancellation, if anyupon final payment on the Notes.

Appears in 4 contracts

Samples: Indenture (Home Loan Trust 2006-Hi3), Indenture (Home Loan Trust 2007-Hi1), Indenture (Home Loan Trust 2006-Hi4)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property in the Trust Estate from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 6.7 have been paid paid, notify the Owner Trustee thereof in writing and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)upon receipt of an Issuer Request, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Owner Trustee or any other Person entitled thereto any funds then on deposit in the Trust AccountsNote Distribution Account. The Indenture Trustee shall (i) release property any remaining portion of the Trust Estate that secured the Certificates from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by ii) deposit in the TIACertificate Distribution Account any funds then on deposit in the Reserve Account or the Collection Account only at such time as (y) Independent Certificates in accordance with TIA §§ 314(cthere are no Notes Outstanding and (z) and 314(d)(1) meeting the applicable requirements of Section 11.01, and all sums due to the Indenture Trustee shall provide copies of all such documents pursuant to the Swap Counterparty, if anySection 6.7 have been paid.

Appears in 4 contracts

Samples: Indenture (Navistar Financial Retail Receivables Corporation), Indenture (Navistar Financial Retail Receivables Corporation), Indenture (Navistar Financial Retail Receivables Corporation)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the The Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee upon Issuer Order shall authorize the Servicer to execute in the name and on behalf of the Indenture Trustee instruments of satisfaction or cancellation, or of partial or full release or discharge, and other comparable instruments with respect to the Receivables (and the Indenture Trustee shall execute any such documents on request of the Servicer), subject to the obligations of the Servicer under the Transfer and Servicing Agreement. (c) Upon Issuer Order, the Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)Outstanding, release and transfer, without recourse, any remaining portion of the Trust Estate (other than any cash held for the payment of the Notes pursuant to Section 4.02) that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds and other property then on deposit in credited to the Trust AccountsCollection Account, the Special Funding Account and any other account established pursuant to an Indenture Supplement. The Subject to the provisions of this Indenture, the Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request Issuer Order accompanied by an Officer’s Certificate of the Issuing EntityIssuer, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ §314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (d) On the date when any Receivable becomes a Defaulted Receivable, there shall automatically be released from the lien of this Indenture, without further action, such Defaulted Receivable, all Insurance Proceeds allocable to such Defaulted Receivable, all rights to payment and amounts due or to become due with respect to all of the foregoing, and all proceeds thereof. All amounts collected by the Indenture Trustee Issuer, the Transferor, or the Servicer with respect to such Defaulted Receivables shall provide copies of all such documents be paid to the Swap CounterpartyIssuer, if anyshall be deposited in the Collection Account, shall be subject to the lien of this Indenture, and shall be applied as provided herein.

Appears in 3 contracts

Samples: Master Indenture, Master Indenture (Atlanticus Holdings Corp), Master Indenture (Atlanticus Holdings Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 201_-[__] Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 201_-[__] Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 201_-[__] Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 201_-[__] Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 201_-[__] Exchange Note Supplement, the 201_-[__] Reference Pool shall be terminated and the 201_-[__] Leases and 201_-[__] Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 3 contracts

Samples: Indenture (Daimler Trust), Indenture (Daimler Trust), Indenture (Daimler Trust)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of (i) an Issuing Entity Issuer Request accompanied by by, an Officer’s 's Certificate of the Issuing Entity, and an Opinion of Counsel Counsel, in each case stating that all conditions precedent, if any, provided for in this Indenture relating to the release of the property from the lien of this Indenture have been complied with, provided that 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 and (ii) if required by the TIA) , Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.

Appears in 3 contracts

Samples: Indenture (Mmca Auto Receivables Trust), Indenture (Mmca Auto Receivables Trust Ii), Indenture (Mmca Auto Receivables Trust Ii)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsDeposit Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ xx.xx. 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) Each Noteholder, by the acceptance of a Note, acknowledges that promptly following the Closing Date and each Transfer Date the Indenture Trustee shall provide copies release the lien of all such documents this Indenture on each Fixed Value Payment and Fixed Value Finance Charges (subject to Section 5.03(b) of the Sale and Servicing Agreement) assigned by the Issuer to the Swap CounterpartySeller, if anyand consents to such release.

Appears in 3 contracts

Samples: Indenture (Daimlerchrysler Auto Trust 2000 A), Indenture (Chrysler Financial Co LLC), Indenture (Chrysler Financial Co LLC)

Release of Trust Estate. The Trustee shall (a) Subject to in connection with any removal of Removed Receivables from the payment Trust Estate, release the portion of its fees and expenses pursuant to Section 6.07, the Trust Estate constituting or securing the Removed Receivables from the Lien created by this Indenture Trustee may, and when upon receipt of an Officer’s Certificate of the Issuer certifying that the Outstanding Receivables Balance plus Finance Charges thereon (or such other amount required in connection with the disposition of such Removed Receivables as provided by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent Transaction Documents) with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire respect thereto has been deposited into the satisfaction of any conditions precedent or see to Collection Account and such release is authorized and permitted under the application of any monies. Transaction Documents, (b) The in connection with the redemption of all Notes of any Series, release the Trust Estate from the Lien created by this Indenture Trustee shall, at such time as there are no Notes Outstanding upon receipt of an Officer’s Certificate of the Issuer certifying that (i) the Redemption Price and all sums other amounts due and owing on the Redemption Date have been deposited into a Trust Account that is within the sole control of the Trustee and (ii) such release is authorized and permitted under the Transaction Documents, (c) on or after the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)Termination Date, release any remaining portion of the Trust Estate that secured the Notes from the lien of Lien created by this Indenture and release to in each case deposit in the Issuing Entity or any other Person entitled thereto Collection Account any funds then on deposit in the any other Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only Account upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityIssuer, an Opinion of Counsel and Independent Certificates (if this Indenture is required by to be qualified under the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.0115.1 and (d) in connection with any removal of Takeout Receivables from the Trust Estate in accordance with a Permitted Takeout, release its security interest in the Takeout Receivables upon (i) receipt of an Officer’s Certificate of the Issuer specifying the amount of the Purchase Price with respect thereto calculated in accordance with Section 2.16(d), certifying that such Purchase Price has been deposited into the Collection Account and such release is authorized and permitted under the Transaction Documents, and specifying the Indenture respective addresses and e-mail addresses of the Noteholders and the Issuer, and (ii) immediately following receipt by the Trustee shall provide copies of all the Issuer’s Officer’s Certificate referenced in clause (i) above, written confirmation by the Trustee (which may be by email or such documents other method as acceptable to the Swap Counterparty, if anyTrustee) to the Noteholders and the Issuer (solely to the extent their respective addresses and e-mail addresses are provided to the Trustee in such Officer’s Certificate) that an amount equal to such Purchase Price has been deposited into the Collection Account.

Appears in 3 contracts

Samples: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsDeposit Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) Each Noteholder, and by the acceptance of a Note, acknowledges that promptly following the Closing Date the Indenture Trustee shall provide copies release, and does hereby release, the lien of all such documents this Indenture on each Fixed Value Payment and Fixed Value Finance Charges (subject to Section 5.03(b) of the Swap CounterpartySale and Servicing Agreement), if any, assigned by the Issuer to the Seller, and consents to such release.

Appears in 3 contracts

Samples: Indenture (Daimlerchrysler Auto Trust 2008-B), Indenture (Daimlerchrysler Auto Trust 2008-A), Indenture (DaimlerChrysler Auto Trust 2007-A)

Release of Trust Estate. (a) So long as the Issuer is not in Default hereunder and no Default or Event of Default hereunder would occur as a result of such action, the Issuer, through the Servicer, may collect, sell or otherwise dispose of written-off receivables, at any time and from time to time in the ordinary course of business, without any notice to, or release or consent by, the Indenture Trustee, but only as and to the extent permitted by the Basic Documents; provided, however, that any and all proceeds of such dispositions shall become part of the Trust Estate and be deposited to the General Subaccount immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or otherwise dispose of any part of the Trust Estate previously written-off as a defaulted or uncollectible account in accordance with the terms of the Servicing Agreement and the requirements of the proviso in the preceding sentence. (b) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accountsmoneys. The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the TIATrust Indenture Act) Independent Certificates in accordance with TIA §§ Section 314(c) of the Trust Indenture Act and Section 314(d)(1) of the Trust Indenture Act meeting the applicable requirements of Section 11.0110.01. (c) The Indenture Trustee shall, at such time as there are no Securitization Bonds Outstanding, and all other Financing Costs are paid in full, and all sums due and payable to the Indenture Trustee shall provide copies pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of all such documents the Trust Estate from the Lien of this Indenture and release to the Swap Counterparty, if anyIssuer or any other Person entitled thereto any funds or investments then on deposit in or credited to the Collection Account consistent with Section 8.02(e)(xii).

Appears in 3 contracts

Samples: Indenture (SIGECO Securitization I, LLC), Indenture (SIGECO Securitization I, LLC), Indenture (SIGECO Securitization I, LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shallshall (a) in connection any redemption of the Securities, at such time as there are no Notes Outstanding release the Trust Estate from the Lien created by this Indenture upon receipt of an Officer’s Certificate of the Issuer certifying that (i) the Redemption Price and all sums other amounts due and owing on the Redemption Date have been deposited into a Trust Account that is within the sole control of the Indenture Trustee pursuant to Trustee, (ii) the distribution on the Certificates if and as required by Section 6.07 have 14.1(c) has been paid made in full, and all amounts owing by the Trust (iii) such release is authorized and permitted under the Interest Rate Swaps, if any have been paid Transaction Documents and (b) on or after the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)Termination Date, release any remaining portion of the Trust Estate that secured the Notes from the lien of Lien created by this Indenture and release to the Issuing Entity or any other Person entitled thereto Indenture, including any funds then on deposit in the any Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only Account upon receipt of an Issuing Entity Request Issuer Order accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) Issuer meeting the applicable requirements of Section 11.0115.1. (b) On the 2022-2 Purchase Date, concurrently with the inclusion of the 2022- 2 Certificates in the Trust Estate and the transfer by the Issuer of the 2022-A Class D Notes, the Lien created by this Indenture in respect of the 2022-A Class D Notes, together with all monies due or to become due thereunder and all proceeds of every kind and nature whatsoever in respect of the foregoing, shall be automatically released and the Indenture Trustee shall provide copies be deemed to have released such Lien, without the execution or filing of any instrument or paper or the performance of any further act, and the 2022-A Class D Notes shall no longer be included in the Trust Estate. (c) On the 2022-2 Release Date, the Lien created by this Indenture in respect of the 2022-2 Certificates, together with all monies due or to become due thereunder and all proceeds of every kind and nature whatsoever in respect of the foregoing, shall be automatically released and the Indenture Trustee shall be deemed to have released such documents to Lien, without the Swap Counterpartyexecution or filing of any instrument or paper or the performance of any further act, if anyand the 2022-2 Certificates shall no longer be included in the Trust Estate.

Appears in 3 contracts

Samples: Indenture (Oportun Financial Corp), Indenture (Oportun Financial Corp), Indenture (Oportun Financial Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of (i) an Issuing Entity Issuer Request accompanied by an Officer’s 's Certificate of the Issuing Entity, and an Opinion of Counsel Counsel, in each case stating that all conditions precedent, if any, provided for in this Indenture relating to the release of the property from the lien of this Indenture have been complied with, provided that 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 and (ii) if required by the TIA) , Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.

Appears in 3 contracts

Samples: Indenture (Mmca Auto Owner Trust 2001-4), Indenture (Mmca Auto Owner Trust 2001-4), Indenture (Mmca Auto Owner Trust 2001-4)

Release of Trust Estate. (a) So long as the Issuer is not in Default hereunder and no Default or Event of Default hereunder would occur as a result of such action, the Issuer, through the Servicer, may collect, sell or otherwise dispose of written-off receivables, at any time and from time to time in the ordinary course of business, without any notice to, or release or consent by, the Indenture Trustee, but only as and to the extent permitted by the Basic Documents; provided, however, that any and all proceeds of such dispositions shall become part of the Trust Estate and be deposited to the General Subaccount immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or otherwise dispose of any part of the Trust Estate previously written-off as a defaulted or uncollectible account in accordance with the terms of the Servicing Agreement and the requirements of the proviso in the preceding sentence. (b) Subject to the payment of its fees and expenses pursuant to in Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accountsmoneys. The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the TIATrust Indenture Act) Independent Certificates in accordance with TIA §§ Section 314(c) of the Trust Indenture Act and Section 314(d)(1) of the Trust Indenture Act meeting the applicable requirements of Section 11.0110.01. (c) The Indenture Trustee shall, at such time as there are no Securitized Utility Tariff Bonds Outstanding, and all other Financing Costs are paid in full, and all sums due and payable to the Indenture Trustee shall provide copies pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of all such documents the Trust Estate from the Lien of this Indenture and release to the Swap Counterparty, if anyIssuer or any other Person entitled thereto any funds or investments then on deposit in or credited to the Collection Account consistent with Section 8.02(e)(xii).

Appears in 3 contracts

Samples: Indenture (Atmos Energy Kansas Securitization I, LLC), Indenture (Atmos Energy Kansas Securitization I, LLC), Indenture (Atmos Energy Kansas Securitization I, LLC)

Release of Trust Estate. (a) Subject to the payment of its fees fees, expenses and expenses pursuant to Section 6.07indemnities, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture, including for the purposes of any repurchase by the Seller of a Mortgage Loan pursuant to Section 2.02 of the Sale and Servicing Agreement or any repurchase by the Servicer of a Mortgage Loan pursuant to Section 3.21 of the Sale and Servicing Agreement; provided, however, any such conveyance shall be without recourse to the Indenture Trustee and without any obligation on its part to make any representations or warranties with respect to such property released from the lien of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and (ii) all sums due to the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request a request from the Issuer which, except in the case of a repurchase of a Mortgage Loan pursuant to Sections 2.02 or 3.21 of the Sale and Servicing Agreement, shall also be accompanied by an Officer’s Officers' Certificate of the Issuing Entity, and an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the stating that all applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if anyhave been satisfied.

Appears in 3 contracts

Samples: Indenture (Structured Asset Mortgage Investments II Inc., HomeBanc Mortgage Trust 2004-2), Indenture (Homebanc Mortgage Trust 2004-1), Indenture (Structured Asset Mortgage Investments II Inc., HomeBanc Mortgage Trust 2004-2)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property in the Trust Estate from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 6.7 have been paid paid, notify the Issuer thereof in writing and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)upon receipt of an Issuer Request, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsNote Distribution Account. The Indenture Trustee shall (i) release property any remaining portion of the Trust Estate that secured the Certificates from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if ii) deposit in the Certificate Distribution Account or pay as otherwise required by the TIATrust Agreement any funds then on deposit in the Reserve Account or the Collection Account only at such time as (y) Independent Certificates in accordance with TIA §§ 314(cthere are no Notes Outstanding and (z) and 314(d)(1) meeting the applicable requirements of Section 11.01, and all sums due to the Indenture Trustee shall provide copies of all such documents pursuant to the Swap Counterparty, if anySection 6.7 have been paid.

Appears in 3 contracts

Samples: Indenture (First Security Auto Owner Trust 1998-1), Indenture (First Security Auto Owner Trust 1999 1), Indenture (First Security Bank Na)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid paid, and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Credit Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request a request from the Issuer accompanied by an Officer’s Officers' Certificate and a letter from the Credit Enhancer, stating that the Credit Enhancer has no objection to such request from the Issuer. (d) The Indenture Trustee shall, at the request of the Issuing EntityIssuer or the Depositor, an Opinion of Counsel and (if required by surrender the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents Credit Enhancement Instrument to the Swap CounterpartyCredit Enhancer for cancellation, if anyupon final payment on the Notes.

Appears in 3 contracts

Samples: Indenture (Residential Funding Mortgage Securities Ii Inc), Indenture (Residential Funding Mortgage Securities Ii Inc), Indenture (Residential Funding Mortgage Securities Ii Inc)

Release of Trust Estate. (a) So long as the Issuer is not in Default hereunder and no Default or Event of Default hereunder would occur as a result of such action, the Issuer, through the Servicer, may collect, sell or otherwise dispose of written-off receivables, at any time and from time to time in the ordinary course of business, without any notice to, or release or consent by, the Indenture Trustee, but only as and to the extent permitted by the Basic Documents; provided, however, that any and all proceeds of such dispositions shall become part of the Trust Estate and be deposited to the General Subaccount immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or otherwise dispose of any part of the Trust Estate previously written-off as a defaulted or uncollectible account in accordance with the terms of the Servicing Agreement and the requirements of the proviso in the preceding sentence. (b) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accountsmoneys. The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the TIATrust Indenture Act) Independent Certificates in accordance with TIA §§ Section 314(c) of the Trust Indenture Act and Section 314(d)(1) of the Trust Indenture Act meeting the applicable requirements of Section 11.0110.01. (c) The Indenture Trustee shall, at such time as there are no Securitized Utility Tariff Bonds Outstanding, and all other Financing Costs are paid in full, and all sums due and payable to the Indenture Trustee shall provide copies pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of all such documents the Trust Estate from the Lien of this Indenture and release to the Swap Counterparty, if anyIssuer or any other Person entitled thereto any funds or investments then on deposit in or credited to the Collection Account consistent with Section 8.02(e)(xii).

Appears in 3 contracts

Samples: Indenture (Kansas Gas Service Securitization I, L.L.C.), Indenture (Kansas Gas Service Securitization I, L.L.C.), Indenture (Kansas Gas Service Securitization I, L.L.C.)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.0711.01, the Indenture Trustee may, and when required by the provisions of this Indenture shall, upon Issuer Order, execute instruments prepared by and at the expense of the Issuer to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee upon Issuer Order shall authorize the Servicer to execute in the name and on behalf of the Indenture Trustee instruments of satisfaction or cancellation, or of partial or full release or discharge, and other comparable instruments with respect to the Receivables (and the Indenture Trustee shall execute any such documents on request of the Servicer), subject to the obligations of the Servicer under the Servicing Agreement and only to the extent necessary to permit the Servicer to carry out its servicing obligations thereunder. (c) Upon Issuer Order, the Indenture Trustee shall, at such time as there are no Outstanding Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all or amounts owing by hereunder, or concurrently with the Trust under the Interest Rate Swaps, if any have been Outstanding Notes and such other amounts being paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release and transfer, without recourse, any remaining portion of the Trust Estate that secured or Receivables Trust Estate (other than any cash held for the payment of Notes pursuant to Section 4.01 and any other amounts to be applied to make payments on the Notes) from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds and other property then on deposit in credited to the Trust AccountsCollection Account, the Reserve Account and any other account established pursuant to Section 8.02. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request Issuer Order accompanied by an Officer’s Certificate of the Issuing EntityIssuer and unless the Administrative Agent consents to such release, an Opinion of Counsel and Counsel, to the effect that all conditions precedent to such release have been satisfied. (if required by d) Upon receipt in the TIA) Independent Certificates Collection Account of the Repurchase Price with respect to any Receivable that is to be repurchased in accordance with TIA §§ 314(c) Section 2.03(a), Section 2.04 or Section 2.10 of the Servicing Agreement, such repurchased Receivable (together with the related Receivable Agreement, all RSAs and 314(d)(1) meeting the applicable requirements of Section 11.01insurance proceeds allocable thereto, and any other Sold Assets relating to such repurchased Receivable) shall automatically be released from the lien of this Indenture, without further action of any party hereto. (e) The Indenture Trustee shall release the Receivables and related Sold Assets from the lien of this Indenture in connection with an optional redemption pursuant to Section 8.07 hereof and upon retirement of the Notes, as specified in an Issuer Order delivered in connection with such optional redemption. In addition, the Indenture Trustee shall provide copies release the Receivables and related Sold Assets subject to an optional purchase pursuant to Section 8.07(b) hereof from the lien of all this Indenture upon such documents to the Swap Counterpartysale, if anyas specified in an Issuer Order delivered in connection with such optional purchase.

Appears in 3 contracts

Samples: Omnibus Amendment (Conns Inc), Omnibus Amendment (Conns Inc), Indenture (Conns Inc)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any Swaps have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any Counterparty to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Appears in 3 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables Trust 2008-A), Indenture (World Omni Auto Receivables Trust 2008-B)

Release of Trust Estate. (a) Subject to the payment of its fees fees, expenses and expenses pursuant to Section 6.07indemnification, the Indenture Trustee may, and when required by the provisions of this Indenture or the Servicing Agreement, shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party Person relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Credit Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s 's Certificate and a letter from the Credit Enhancer stating that the Credit Enhancer has no objection to such request from the Issuer. (d) The Indenture Trustee shall, at the request of the Issuing EntityIssuer or the Depositor, an Opinion of Counsel and (if required by surrender the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents Policy to the Swap CounterpartyCredit Enhancer for cancellation, if anyupon final payment of principal of and interest on the Notes.

Appears in 3 contracts

Samples: Indenture (Residential Asset Mortgage Products Inc), Indenture (GMACM Home Loan Trust 2004-Hltv1), Indenture (Residential Asset Mortgage Products Inc)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any, upon its written request.

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables Trust 2015-B), Indenture (World Omni Auto Receivables Trust 2015-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 [and the Swap Counterparty pursuant to the Swap Agreement] have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsAccounts [provided, that, any amounts on deposit in the Reserve Account shall be distributable only to the Depositor following the final distribution to the Certificateholders]. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an OfficerIssuer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel addressed to the Indenture Trustee [and the Swap Counterparty]and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.1.

Appears in 2 contracts

Samples: Indenture (Carmax Auto Funding LLC), Indenture (Carmax Auto Funding LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2020-B Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2020-B Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2020-B Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2020-B Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2020-B Exchange Note Supplement, the 2020-B Reference Pool shall be terminated and the 2020-B Leases and 2020-B Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2020-B), Indenture (Mercedes-Benz Auto Lease Trust 2020-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2018-B Bank Accounts. The Indenture Trustee Such release shall include delivery to the Issuer or its designee of the 2018-B Exchange Note and the Notes and the release property from of the lien Lien of this Indenture. Upon the delivery of the 2018-B Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2018-B Exchange Note shall terminate and, pursuant to this Section 8.04(b3.01(d) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity2018-B Exchange Note Supplement, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, 2018-B Reference Pool shall be terminated and the Indenture Trustee 2018-B Leases and 2018-B Vehicles shall provide copies of all such documents be reallocated to the Swap Counterparty, if anyRevolving Pool.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2018-B), Indenture (Mercedes-Benz Auto Lease Trust 2018-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 [and the Swap Counterparty pursuant to the Swap Agreement] have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsAccounts [provided, that, any amounts on deposit in the Reserve Account shall be distributable only to the Depositor following the final distribution to the Certificateholders]. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an OfficerIssuer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel addressed to the Indenture Trustee [and the Swap Counterparty]and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.1.

Appears in 2 contracts

Samples: Indenture (Carmax Auto Funding LLC), Indenture (Carmax Auto Funding LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsCollection Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ xx.xx. 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) Each Noteholder, by the acceptance of a Note, acknowledges that promptly following the Closing Date and each Transfer Date the Indenture Trustee shall release the lien of this Indenture on each Fixed Value Payment and Fixed Value Finance Charges (subject to Section 5.03(b) of the Sale and Servicing Agreement) assigned by the Issuer to the Seller, and consents to such release. (d) Upon the written notification from the Servicer pursuant to Section 5.05(a)(ii)(D) of the Sale and Servicing Agreement, the Issuer shall deliver to the Indenture Trustee an Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA xx.xx. 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and upon its receipt of such items the Indenture Trustee shall provide copies of all such documents (or the Servicer to the Swap Counterparty, if anyextent permitted by Section 5.05 of the Sale and Servicing Agreement) shall distribute the Cash Release Amount (to the extent of funds available pursuant to Section 5.05(a)(ii)(D) of the Sale and Servicing Agreement) to the Company.

Appears in 2 contracts

Samples: Indenture (Premier Auto Trust 1999-2), Indenture (Premier Auto Trust 1999-1)

Release of Trust Estate. (a) Subject So long as the Issuer is not in default hereunder and no Default hereunder would occur as a result of such action, the Issuer, through the Servicer, may collect, sell or otherwise dispose of written-off receivables, at any time and from time to time in the ordinary course of business, without any notice to, or release or consent by, the Indenture Trustee, but only as and to the payment extent permitted by the Basic Documents; provided, however, that any and all proceeds of its fees such dispositions shall become part of the Trust Estate and expenses pursuant be deposited to Section 6.07the General Subaccount immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or otherwise dispose of any part of the Trust Estate previously written-off as a defaulted or uncollectible account in accordance with the terms of the Servicing Agreement and the requirements of the proviso in the preceding sentence. (b) The Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accountsmoneys. The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the TIATrust Indenture Act) Independent Certificates in accordance with TIA §§ Section 314(c) of the Trust Indenture Act and Section 314(d)(1) of the Trust Indenture Act meeting the applicable requirements of Section 11.0110.01. (c) The Indenture Trustee shall, at such time as there are no Storm Recovery Bonds Outstanding, and all other Financing Costs are paid in full, and all sums payable to the Indenture Trustee shall provide copies pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of all such documents the Trust Estate from the Lien of this Indenture and release to the Swap Counterparty, if anyIssuer or any other Person entitled thereto any funds or investments then on deposit in or credited to the Collection Account consistent with Section 8.02(e)(xii).

Appears in 2 contracts

Samples: Indenture (Cleco Power LLC), Indenture (Cleco Power LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII IV hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid paid, [and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Credit Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), paid,] release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust AccountsIndenture. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request request from the Issuer accompanied by an Officer’s Certificate of the Issuing EntityOfficers' Certificate, an Opinion of Counsel Counsel, and (if required by the TIA) Independent Certificates in accordance with TIA §§ ss. 314(c) and 314(d)(1314(d) (1) meeting the applicable requirements of Section 11.01as described herein[, and a letter from the Indenture Trustee shall provide copies President or any Vice President or any Secretary of all such documents to the Swap CounterpartyCredit Enhancer, if any, stating that the Credit Enhancer has no objection to such request from the Issuer].

Appears in 2 contracts

Samples: Indenture (Directors Asset Conduit Corp), Indenture (First Horizon Asset Securities Inc)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2024-A Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2024-A Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2024-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2024-A Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2024-A Exchange Note Supplement, the 2024-A Reference Pool shall be terminated and the 2024-A Leases and 2024-A Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2024-A), Indenture (Mercedes-Benz Auto Lease Trust 2024-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts; provided, that, any amounts on deposit in the Reserve Account shall only be distributable to the Depositor following the final distribution to the Certificateholders. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables Trust 2019-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ xx.xx. 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if anyother actions as are required in that Section.

Appears in 2 contracts

Samples: Indenture (SSB Vehicle Securities Inc), Indenture (SSB Vehicle Securities Inc BMW Vehicle Owner Trust 1999-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by due to the Trust under the Interest Rate Swaps, if any Security Insurer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.0111. 01. The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if anyother actions as are required in that Section.

Appears in 2 contracts

Samples: Indenture (First Merchants Acceptance Corp), Indenture Agreement (First Merchants Acceptance Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.08, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.08 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsAccounts (including any amounts remaining on deposit in the Reserve Account). The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if any.other actions as are required in that Section. 51 (2021-C Indenture)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-C), Indenture (Hyundai Auto Receivables Trust 2021-C)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2012-A Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2012-A Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2012-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2012-A Exchange Note shall terminate, and, pursuant to Section 3.01(d) of the 2012-A Exchange Note Supplement, the 2012-A Reference Pool shall be terminated, and the 2012-A Leases and 2012-A Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2012-A), Indenture (Mercedes-Benz Auto Lease Trust 2012-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.077.07, the Indenture Trustee mayshall, and when required by the provisions of this Indenture shallIndenture, execute instruments to release property from the lien Lien of this IndentureIndenture or any other Transaction Document, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this IndentureIndenture or such other document. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII V shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding outstanding, the Interest Rate Swap Agreement has been terminated and all amounts payable to the Swap Counterparty have been paid, and all sums due the Indenture Trustee pursuant to Section 6.07 7.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes and the Interest Rate Swap Agreement from the lien of this Indenture and release to the Issuing Entity Owner Trustee or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b5.16(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ (S)(S) 314(c) and (314(d)(1)) meeting the applicable requirements of Section 11.0114. 01. Each Noteholder or Note Owner, and by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Book-Entry Note, acknowledges that from time to time the Indenture Trustee shall provide copies release the Lien of all such documents this Indenture in connection with the reconveyance of Receivables pursuant to Section 2.15 (to the Swap Counterparty, if anyextent of such reconveyance) or the liquidation of the Trust Estate following an Event of Insolvency pursuant to Section 9.04.

Appears in 2 contracts

Samples: Indenture (Capital One Auto Receivables LLC), Indenture (Capital One Auto Finance Trust 2002-C)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 6.7 have been paid paid, notify the Issuer thereof in writing and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)upon receipt of an Issuer Request, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Collection Account, the Excess Funding Account and, except as otherwise specified in the related Series Supplement, any other Trust AccountsAccount. The Indenture Trustee shall (i) release property any remaining portion of the Trust Estate that secured the Certificates from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by ii) release to the TIAIssuer or any other Person entitled thereto any funds then on deposit in the Collection Account only at such time as (x) Independent Certificates in accordance with TIA §§ 314(cthere are no Notes Outstanding and (y) and 314(d)(1) meeting the applicable requirements of Section 11.01, and all sums due to the Indenture Trustee shall provide copies of all such documents pursuant to the Swap Counterparty, if anySection 6.7 have been paid.

Appears in 2 contracts

Samples: Indenture (Wodfi LLC), Indenture (Wodfi LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2021-A Bank Accounts. The Indenture Trustee Such release shall include delivery to the Issuer or its designee of the 2021-A Exchange Note and the Notes and the release property from of the lien Lien of this Indenture. Upon the delivery of the 2021-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2021-A Exchange Note shall terminate and, pursuant to this Section 8.04(b3.01(d) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity2021-A Exchange Note Supplement, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, 2021-A Reference Pool shall be terminated and the Indenture Trustee 2021-A Leases and 2021-A Vehicles shall provide copies of all such documents be reallocated to the Swap Counterparty, if anyRevolving Pool.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2021-A), Indenture (Mercedes-Benz Auto Lease Trust 2021-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Grantor Trust under the Interest Rate Swaps, if any have has been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)dissolved, release any remaining portion of the Trust Estate Collateral that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Entity, the Grantor Trust or any other Person entitled thereto any funds then on deposit in the Trust Designated Accounts, including distribution of the funds in the Reserve Account, less Investment Earnings, to the Certificate Distribution Account (for further distribution to the Certificateholders). The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt by it of an Issuing Entity Request accompanied by Request, an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel addressed to the Indenture Trustee and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.1.

Appears in 2 contracts

Samples: Indenture (Carvana Auto Receivables Trust 2021-N2), Indenture (Carvana Auto Receivables Trust 2021-N2)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2015-A Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2015-A Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2015-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2015-A Exchange Note shall terminate, and, pursuant to Section 3.01(d) of the 2015-A Exchange Note Supplement, the 2015-A Reference Pool shall be terminated, and the 2015-A Leases and 2015-A Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2015-A), Indenture (Mercedes-Benz Auto Lease Trust 2015-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsDeposit Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Section Sexxxxx 11.01. (c) Each Noteholder, and by the acceptance of a Note, acknowledges that promptly following the Closing Date the Indenture Trustee shall provide copies release, and does hereby release, the lien of all such documents this Indenture on each Fixed Value Payment and Fixed Value Finance Charges (subject to Section 5.03(b) of the Swap CounterpartySale and Servicing Agreement), if any, assigned by the Issuer to the Seller, and consents to such release.

Appears in 2 contracts

Samples: Indenture (DaimlerChrysler Auto Trust 2006-C), Indenture (Daimlerchrysler Services North America LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2015-B Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2015-B Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2015-B Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2015-B Exchange Note shall terminate, and, pursuant to Section 3.01(d) of the 2015-B Exchange Note Supplement, the 2015-B Reference Pool shall be terminated, and the 2015-B Leases and 2015-B Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2015-B), Indenture (Mercedes-Benz Auto Lease Trust 2015-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.0711.01, the Indenture Trustee may, and when required by the provisions of this Indenture shall, upon Issuer Order, execute instruments prepared by and at the expense of the Issuer to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee upon Issuer Order shall authorize the Servicer to execute, in the name and on behalf of the Indenture Trustee, instruments of satisfaction or cancellation, or of partial or full release or discharge, and other comparable instruments with respect to the Loans (and the Indenture Trustee shall execute any such documents on request of the Servicer), subject to the obligations of the Servicer under the Sale and Servicing Agreement and only to the extent necessary to permit the Servicer to carry out its servicing obligations thereunder. (c) Upon Issuer Order, the Indenture Trustee shall, at such time as there are no Outstanding Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all or amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)hereunder, release and transfer, without recourse, any remaining portion of the Trust Estate that secured (other than any cash held for the payment of the Notes pursuant to Section 4.02 and any other amounts to be applied to make payments on the Notes) from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds and other property then on deposit in credited to the Trust AccountsCollection Account and any other account established pursuant to Section 8.02. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request Issuer Order accompanied by an Officer’s Certificate of the Issuing Entity, Issuer and an Opinion of Counsel and to the effect that all conditions precedent to such release have been satisfied. (d) Upon either (i) adjustment in the value of the Trust Certificate (if required by such adjustment is available) or (ii) receipt in the TIAPrincipal Distribution Account of the Reassignment Price with respect to any Reassigned Loan that is to be reassigned to the Depositor, in either case, subject to the conditions specified in, and in accordance with, Section 2.10 of the Sale and Servicing Agreement and Section 8.07(v), such Reassigned Loan (together with the related Loan Agreement, all insurance proceeds allocable thereto, any other Purchased Assets relating to such Reassigned Loan and all rights to payment and amounts due or to become due with respect thereto, and all proceeds thereof) Independent Certificates shall automatically be released from the lien of this Indenture, without further action of any party hereto. (e) Upon receipt in the Collection Account of the Repurchase Price with respect to any Loan that is to be repurchased in accordance with TIA §§ 314(cSection 2.06(b) of the Sale and 314(d)(1) meeting Servicing Agreement, such repurchased Loan (together with the applicable requirements of Section 11.01related Loan Agreement, all insurance proceeds allocable thereto, any other Purchased Assets relating to such repurchased Loans and all rights to payment and amounts due or to become due with respect thereto, and all proceeds thereof) shall automatically be released from the lien of this Indenture, without further action of any party hereto. (f) Upon receipt in the Collection Account of the amount to be deposited by the Servicer with respect to any Loan that is to be assigned or purchased and transferred to the Servicer in accordance with Section 3.03 of the Sale and Servicing Agreement, such Loan (together with the related Loan Agreement, all insurance proceeds allocable thereto and all rights to payment and amounts due or to become due with respect thereto, and all proceeds thereof) shall automatically be released from the lien of this Indenture, without further action of any party hereto. (g) On the date when any Loan becomes a Charged-Off Loan in accordance with the Credit and Collection Policy, there shall automatically be released from the lien of this Indenture, without further action of any party hereto, such Charged-Off Loan, all insurance proceeds allocable to such Loan, all rights to payment and amounts due or to become due with respect to all of the foregoing, and all proceeds thereof; provided, that all recoveries and other amounts collected by the Issuer, the Depositor or the Servicer with respect to any Charged-Off Loan in accordance with the Credit and Collection Policy shall be paid to the Issuer, shall be deposited in the Collection Account, shall be subject to the lien of this Indenture, and shall be applied as provided herein. (h) The Indenture Trustee shall provide copies release the Loans and related Sold Assets from the lien of all such documents this Indenture in connection with an optional redemption pursuant to the Swap Counterparty, if anySection 8.08.

Appears in 2 contracts

Samples: Indenture (OneMain Financial Holdings, Inc.), Indenture (OneMain Financial Holdings, Inc.)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2021-B Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2021-B Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2021-B Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2021-B Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2021-B Exchange Note Supplement, the 2021-B Reference Pool shall be terminated and the 2021-B Leases and 2021-B Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if any.this Section. ARTICLE NINE

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2021-B), Indenture (Mercedes-Benz Auto Lease Trust 2021-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.08, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.08 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsAccounts (including any amounts remaining on deposit in the Reserve Account). The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if any.other actions as are required in that Section. 50 (2021-A Indenture)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-A), Indenture (Hyundai Auto Receivables Trust 2021-A)

Release of Trust Estate. (a) Subject to the payment of its fees fees, expenses and expenses pursuant to Section 6.07indemnification, the Indenture Trustee may, and when required by the provisions of this Indenture or the Servicing Agreement, shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party Person relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee and the Paying Agent pursuant to Section 6.07 this Indenture have been paid and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of (i) an Issuing Entity Issuer Request accompanied by an Officer’s Officers' Certificate of and a letter from the Issuing EntityEnhancer stating that the Enhancer has no objection to such request from the Issuer, an Opinion of Counsel and or (if required by ii) a Request for Release from the TIA) Independent Certificates Servicer in accordance with TIA §§ 314(cthe Servicing Agreement. (d) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the The Indenture Trustee shall provide copies of all such documents surrender the Policy to the Swap Counterparty, if anyEnhancer for cancellation upon the final payment of principal of and interest on the Notes.

Appears in 2 contracts

Samples: Indenture (Wachovia Asset Sec Series 2004 - HE1), Indenture (Wachovia Asset Securitization Inc 2003-He2 Trust)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (ba) The Indenture Trustee shall, at such time as there are is no Notes Outstanding Note Outstanding, all amounts due and owing to the Note Purchaser and the Noteholders under any of the Basic Documents have been paid in full, all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Trust under term of the Interest Rate Swaps, if any Commitment shall have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)expired, release any remaining portion of the Trust Estate that secured the Notes and the other obligations of the Issuer, the Purchaser and the Seller to the Note Purchaser and the Noteholders pursuant to the Basic Documents from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Pledged Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.2(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate 's Certificate, a copy of each of which shall also be delivered to the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, Note Purchaser and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if anyNoteholders.

Appears in 2 contracts

Samples: Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc)

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Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 (as certified by an authorized officer of the Issuer in the officer’s certificate delivered to the Trustee) have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to or to the Issuing Entity order of the Issuer, or, in the case of the Reserve Account or the Yield Supplement Account, to the Seller, any other Person funds entitled thereto any funds then on deposit in the Trust AccountsCollection Account, the Reserve Account and the Yield Supplement Account, as the case may be. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Appears in 2 contracts

Samples: Indenture (Nissan Auto Receivables 2009-1 Owner Trust), Indenture (Nissan Auto Receivables 2008-B Owner Trust)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2019-B Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2019-B Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2019-B Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2019-B Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2019-B Exchange Note Supplement, the 2019-B Reference Pool shall be terminated and the 2019-B Leases and 2019-B Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2019-B), Indenture (Mercedes-Benz Auto Lease Trust 2019-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the samesuch property, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding outstanding, all sums due to the Swap Counterparty have been paid, and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to or to the Issuing Entity or any other Person order of the Issuer or, in the case of the Reserve Account, to the Seller, entitled thereto any funds then on deposit in the Trust AccountsCollection Account, Payahead Account and Reserve Account, as the case may be. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.05(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Appears in 2 contracts

Samples: Indenture (Toyota Motor Credit Receivables Corp), Indenture (Toyota Motor Credit Corp)

Release of Trust Estate. (a) Subject to the payment of its fees fees, expenses and expenses pursuant to Section 6.07indemnities, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture, including for the purposes of any repurchase by the Seller of a Mortgage Loan pursuant to Section 2.02 of the Sale and Servicing Agreement or any repurchase by the Servicer of a Mortgage Loan pursuant to Section 3.21 of the Sale and Servicing Agreement; provided, however, any such conveyance shall be without recourse to the Indenture Trustee and without any obligation on its part to make any representations or warranties with respect to such property released from the lien of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and (ii) all sums due to the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request a request from the Issuer which, except in the case of a repurchase of a Mortgage Loan pursuant to Sections 2.02 or 3.21 of the Sale and Servicing Agreement, shall also be accompanied by an Officer’s Officers’ Certificate of the Issuing Entity, and an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the stating that all applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if anyhave been satisfied.

Appears in 2 contracts

Samples: Indenture (Homebanc Corp), Indenture (Homebanc Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.08, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.08 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsAccounts (including any amounts remaining on deposit in the Reserve Account). The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if any.other actions as are required in that Section. 50 (2020-B Indenture)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2020-B), Indenture (Hyundai Auto Receivables Trust 2020-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture or the Servicing Agreement, shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party Person relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Officers' Certificate and a letter from the Enhancer stating that the Enhancer has no objection to such request from the Issuer. (d) The Indenture Trustee shall, at the request of the Issuing EntityIssuer or the Depositor, an Opinion of Counsel and (if required by surrender the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents Policy to the Swap CounterpartyEnhancer for cancellation, if anyupon final payment of principal of and interest on the Notes.

Appears in 2 contracts

Samples: Indenture (Residential Asset Mortgage Products Inc), Indenture (Residential Asset Mortgage Products Inc)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2016-A Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2016-A Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2016-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2016-A Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2016-A Exchange Note Supplement, the 2016- A Reference Pool shall be terminated and the 2016-A Leases and 2016-A Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2016-A), Indenture (Mercedes-Benz Auto Lease Trust 2016-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Xxxxxon 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 11.019.01 of the Sale and Servicing Agreement, and to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if anyother actions as are required in that Section.

Appears in 2 contracts

Samples: Indenture (BMW Vehicle Owner Trust 2005-A), Indenture (Morgan Stanley Auto Loan Trust 2004-Hb2)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the samesuch property, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding outstanding, all sums due to the Swap Counterparty under the Interest Rate Swap Agreement have been paid and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to or to the Issuing Entity or any other Person order of the Issuer or, in the case of the Reserve Account, to the Seller, entitled thereto any funds then on deposit in the Trust AccountsCollection Account and Reserve Account, as the case may be. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.05(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Appears in 2 contracts

Samples: Indenture (Toyota Auto Finance Receivables LLC), Indenture (Toyota Auto Finance Receivables LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2023-A Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2023-A Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2023-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2023-A Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2023-A Exchange Note Supplement, the 2023-A Reference Pool shall be terminated and the 2023-A Leases and 2023-A Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2023-A), Indenture (Mercedes-Benz Auto Lease Trust 2023-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 6.7 have been paid paid, notify the Issuer thereof in writing and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)upon receipt of an Issuer Request, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accountsapplicable Term Note Distribution Account and the Revolver Distribution Account. The Indenture Trustee shall (i) release property any remaining portion of the Trust Estate that secured the Certificates from the lien of this Indenture pursuant and (ii) release to this Section 8.04(bthe Issuer or any other Person entitled thereto any funds then on deposit in the ________ Reserve Fund or the Collection Account only at such time as (x) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate there are no Notes Outstanding, (y) all payments in respect of the Issuing Entity, an Opinion of Counsel Certificate Balance and interest due to the Certificateholders have been paid in full and (if required by the TIAz) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and all sums due to the Indenture Trustee shall provide copies of all such documents pursuant to the Swap Counterparty, if anySection 6.7 have been paid.

Appears in 2 contracts

Samples: Indenture (Ace Securities Corp), Indenture (Asset Backed Securities Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments delivered to it and satisfactory to it to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Bonds Outstanding, (ii) all sums due to the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid and (iii) all amounts owing by sums due to the Trust under the Interest Rate Swaps, if any Bond Insurer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes Bonds from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request a request from the Issuer accompanied by an Officer’s Officers' Certificate of the Issuing Entity, and an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the stating that all applicable requirements of Section 11.01have been satisfied, and a letter from the Indenture Trustee shall provide copies of all Bond Insurer stating that the Bond Insurer has no objection to such documents to request from the Swap Counterparty, if anyIssuer.

Appears in 2 contracts

Samples: Indenture (Imh Assets Corp Impac CMB Trust Series 1999-1), Indenture (Imh Assets Corp Impac CMB Trust Series 1999-1)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2024-B Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2024-B Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2024-B Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2024-B Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2024-B Exchange Note Supplement, the 2024-B Reference Pool shall be terminated and the 2024-B Leases and 2024-B Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2024-B), Indenture (Mercedes-Benz Auto Lease Trust 2024-B)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.08, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.08 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsAccounts (including any amounts remaining on deposit in the Reserve Account). The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if any.other actions as are required in that Section. 50 (2021-B Indenture)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-B), Indenture (Hyundai Auto Receivables Trust 2021-B)

Release of Trust Estate. (a) So long as the Issuer is not in Default hereunder and no Default or Event of Default hereunder would occur as a result of such action, the Issuer, through the Servicer, may collect, sell or otherwise dispose of written-off receivables, at any time and from time to time in the ordinary course of business, without any notice to, or release or consent by, the Indenture Trustee, but only as and to the extent permitted by the Basic Documents; provided, however, that any and all proceeds of such dispositions shall become part of the Trust Estate and be deposited to the General Subaccount immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or otherwise dispose of any part of the Trust Estate previously written-off as a defaulted or uncollectible account in accordance with the terms of the Servicing Agreement and the requirements of the proviso in the preceding sentence. (b) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accountsmoneys. The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the TIATrust Indenture Act) Independent Certificates in accordance with TIA §§ Section 314(c) of the Trust Indenture Act and Section 314(d)(1) of the Trust Indenture Act meeting the applicable requirements of Section 11.0110.01. (c) The Indenture Trustee shall, at such time as there are no Storm Recovery Bonds Outstanding, and all other Financing Costs are paid in full, and all sums due and payable to the Indenture Trustee shall provide copies pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of all such documents the Trust Estate from the Lien of this Indenture and release to the Swap Counterparty, if anyIssuer or any other Person entitled thereto any funds or investments then on deposit in or credited to the Collection Account consistent with Section 8.02(e)(xii).

Appears in 2 contracts

Samples: Indenture (Cleco Power LLC), Indenture (Cleco Power LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the The Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 ARTICLE VIII shall 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 monies. (b) The Indenture Trustee upon Issuer Order shall authorize the Servicer to execute in the name and on behalf of the Indenture Trustee instruments of satisfaction or cancellation, or of partial or full release or discharge, and other comparable instruments with respect to the Receivables (and the Indenture Trustee shall execute any such documents on request of the Servicer), subject to the obligations of the Servicer under the Transfer and Servicing Agreement. (c) Upon Issuer Order, the Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)outstanding, release and transfer, without recourse, any remaining portion of the Trust Estate (other than any cash held for the payment of the Notes pursuant to SECTION 4.02) that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds and other property then on deposit in credited to the Trust Accounts. The Indenture Trustee shall release property from Collection Account, the lien of this Indenture Special Funding Account and any other account established pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.SECTION 8.02

Appears in 2 contracts

Samples: Master Indenture (Compucredit Corp), Master Indenture (Compucredit Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Senior Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Senior Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include delivery to the Issuer or its designee of the 1999-A SUBI Certificates and the Subordinated Notes and delivery to the Securities Intermediary under the Control Agreement of a certificate evidencing the release of the lien of this Indenture and transfer of dominion and control over the Reserve Fund to the Owner Trustee. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.Issuer Request. ARTICLE NINE

Appears in 2 contracts

Samples: Indenture (Ryder Truck Rental I Lp), Indenture (Ryder Truck Rental I Lp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid [and all amounts owing by the Trust under the Interest Rate Swaps, if any Swaps have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)], release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, [and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if anyCounterparty upon its written consent.

Appears in 2 contracts

Samples: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this IndentureIndenture and the other Basic Documents. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall 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 moniesmoneys. (ba) The Indenture Trustee shall, at such time as there are no Notes Outstanding Outstanding, all amounts due and owing to the Note Purchasers and the Noteholders under any of the Basic Documents have been paid in full, all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Trust under respective terms of the Interest Rate Swaps, if any Commitments shall have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)expired, release any remaining portion of the Trust Estate that secured the Notes and the other obligations of the Issuer, the Purchaser and the Seller to the Note Purchasers and the Noteholders pursuant to the Basic Documents from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto Deposit Account any funds then on deposit in the Trust Pledged Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.2(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate 's Certificate, a copy of the Issuing Entity, an Opinion each of Counsel which shall also be delivered to each Note Purchaser and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if anyeach Noteholder.

Appears in 2 contracts

Samples: Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2019-A Bank Accounts. The Indenture Trustee Such release shall include delivery to the Issuer or its designee of the 2019-A Exchange Note and the Notes and the release property from of the lien Lien of this Indenture. Upon the delivery of the 2019-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2019-A Exchange Note shall terminate and, pursuant to this Section 8.04(b3.01(d) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity2019-A Exchange Note Supplement, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, 2019-A Reference Pool shall be terminated and the Indenture Trustee 2019-A Leases and 2019-A Vehicles shall provide copies of all such documents be reallocated to the Swap Counterparty, if anyRevolving Pool.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2019-A), Indenture (Mercedes-Benz Auto Lease Trust 2019-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ ss.ss. 314(c) and 314(d)(1) meeting the meetixx xxe applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if anyother actions as are required in that Section.

Appears in 2 contracts

Samples: Indenture (Morgan Stanley Auto Loan Trust 2003-Hb1), Indenture (Morgan Stanley Auto Loan Trust 2004-Hb1)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts; provided, that, any amounts on deposit in the Reserve Account shall be distributable only to the Depositor following the final distribution to the Certificateholders. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an OfficerIssuer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel addressed to the Indenture Trustee and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.Certificates

Appears in 2 contracts

Samples: Indenture (Carmax Auto Funding LLC), Indenture (Carmax Auto Funding LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2016-B Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2016-B Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2016-B Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2016-B Exchange Note shall terminate and, pursuant to Section 3.01(d) of the 2016-B Exchange Note Supplement, the 2016-B Reference Pool shall be terminated and the 2016-B Leases and 2016-B Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2016-B), Indenture (Mercedes-Benz Auto Lease Trust 2016-B)

Release of Trust Estate. (a) Subject So long as the Issuer is not in Default hereunder and no Default or Event of Default hereunder would occur as a result of such action, the Issuer, through the Servicer, may collect, sell or otherwise dispose of written-off receivables, at any time and from time to time in the ordinary course of business, without any notice to, or release or consent by, the Indenture Trustee, but only as and to the payment extent permitted by the Basic Documents; provided, however, that any and all proceeds of its fees such dispositions shall become part of the Trust Estate and expenses pursuant be deposited to Section 6.07the General Subaccount immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or otherwise dispose of any part of the Trust Estate previously written-off as a defaulted or uncollectible account in accordance with the terms of the Servicing Agreement and the requirements of the proviso in the preceding sentence. (b) The Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accountsmoneys. The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the TIATrust Indenture Act) Independent Certificates in accordance with TIA §§ Section 314(c) of the Trust Indenture Act and Section 314(d)(1) of the Trust Indenture Act meeting the applicable requirements of Section 11.0110.01. (c) The Indenture Trustee shall, at such time as there are no Storm Recovery Bonds Outstanding, and all other Financing Costs are paid in full, and all sums due and payable to the Indenture Trustee shall provide copies pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of all such documents the Trust Estate from the Lien of this Indenture and release to the Swap Counterparty, if anyIssuer or any other Person entitled thereto any funds or investments then on deposit in or credited to the Collection Account consistent with Section 8.02(e)(xii).

Appears in 2 contracts

Samples: Indenture (SWEPCO Storm Recovery Funding LLC), Indenture (SWEPCO Storm Recovery Funding LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.08, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.08 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsAccounts (including any amounts remaining on deposit in the Reserve Account). The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if any.other actions as are required in that Section. 52 (2022-B Indenture)

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2022-B), Indenture (Hyundai Auto Receivables Trust 2022-B)

Release of Trust Estate. (a) Subject to The Trustee shall at all times, upon receipt of written direction from the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments Authority to release property from the lien of this IndentureIndenture and receipt of an opinion of counsel determining that such release is proper hereunder, or convey have full power and authority to release from the Indenture Trustee’s interest in the same, in a manner lien and under circumstances that are not inconsistent with the provisions operation of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect), release any remaining portion of the Trust Estate that secured now owned, or which shall at any time be acquired or held for the Notes use of the Authority, as shall have become unfit or unnecessary for use as certified in writing by the Authority, but any and all new or other property of the classes covered by this Indenture, which may be acquired in substitution for any portion of the Trust Estate so released, shall by virtue and force hereof become and be, immediately upon the acquisition thereof, subject to the lien and operation of these presents, without any new conveyance or transfer or other act or proceeding whatsoever; and the proceeds from all such sales of any portion of the Trust Estate which shall not be invested in other property subject to the lien of this Indenture within ninety (90) days after the receipt thereof, shall be deposited in the Operation Fund. Transactions under the provisions of this Section 8.03 shall be covered by such requests and release reports in writing as the Trustee may require. All releases granted and consents given by the Trustee under this Section 8.03 shall be in writing, and copies of the same shall be retained by the Trustee and be open to inspection by registered owners of the Bonds secured hereby. A certified copy of the resolution adopted by the board of directors of the Authority relative to the Issuing Entity or disposal of any other Person entitled thereto any funds then on deposit in portion of the Trust Accounts. The Indenture Trustee Estate found to be unfit or unnecessary for use, shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate be conclusive in favor of the Issuing Entity, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents as to the Swap Counterparty, if anytruth of the matters therein recited.

Appears in 2 contracts

Samples: Trust Indenture, Trust Indenture

Release of Trust Estate. (a) Subject to the payment of its fees fees, reimbursements, indemnities and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this IndentureIndenture or any other Basic Document, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this IndentureIndenture or such other document. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityCertificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.0111. 1. Each Noteholder or Note Owner, and by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, acknowledges that from time to time the Indenture Trustee shall provide copies release the lien of all such documents this Indenture on any Receivable to be sold to (i) Seller in accordance with Section 3.3 of the Swap Counterparty, if anySale and Servicing Agreement and (ii) to Master Servicer in accordance with Section 4.7 of the Sale and Servicing Agreement.

Appears in 2 contracts

Samples: Indenture (Ace Sec Corp Wells Fargo Financial Auto Owner Trust 2004-A), Indenture (Wells Fargo Financial Auto Owner Trust 2005-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2018-A Bank Accounts. The Indenture Trustee Such release shall include delivery to the Issuer or its designee of the 2018-A Exchange Note and the Notes and the release property from of the lien Lien of this Indenture. Upon the delivery of the 2018-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2018-A Exchange Note shall terminate and, pursuant to this Section 8.04(b3.01(d) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity2018-A Exchange Note Supplement, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, 2018-A Reference Pool shall be terminated and the Indenture Trustee 2018-A Leases and 2018-A Vehicles shall provide copies of all such documents be reallocated to the Swap Counterparty, if anyRevolving Pool.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2018-A), Indenture (Mercedes-Benz Auto Lease Trust 2018-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 and any other Issuer Obligations have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien Lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust 2014-A Bank Accounts. Such release shall include delivery to the Issuer or its designee of the 2014-A Exchange Note and the Notes and the release of the Lien of this Indenture. Upon the delivery of the 2014-A Exchange Note to the Issuer or its designee, the rights of the Indenture Trustee, as Registered Pledgee of the 2014-A Exchange Note shall terminate, and, pursuant to Section 3.01(d) of the 2014-A Exchange Note Supplement, the 2014-A Reference Pool shall be terminated, and the 2014-A Leases and 2014-A Vehicles shall be reallocated to the Revolving Pool. (c) The Indenture Trustee shall release property from the lien Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity, and an Opinion of Counsel and (and, if required by the TIA) TIA or Section 11.01, Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting ), and otherwise in accordance with the applicable requirements of Section 11.01. (d) Upon receipt of an Issuer Request, and the Indenture Trustee shall provide copies execute and deliver any termination statements for filing under the provisions of all such documents the UCC of any applicable jurisdiction in connection with the release of the Lien of this Indenture pursuant to the Swap Counterparty, if anythis Section.

Appears in 2 contracts

Samples: Indenture (Mercedes-Benz Auto Lease Trust 2014-A), Indenture (Mercedes-Benz Auto Lease Trust 2014-A)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.0711.01, the Indenture Trustee may, and when required by the provisions of this Indenture shall, upon Issuer Order, execute instruments prepared by and at the expense of the Issuer to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that 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 VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee upon Issuer Order shall authorize the Servicer to execute in the name and on behalf of the Indenture Trustee instruments of satisfaction or cancellation, or of partial or full release or discharge, and other comparable instruments with respect to the Loans (and the Indenture Trustee shall execute any such documents on request of the Servicer), subject to the obligations of the Servicer under the Sale and Servicing Agreement and only to the extent necessary to permit the Servicer to carry out its servicing obligations thereunder. (c) Upon Issuer Order, the Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)Notes, release and transfer, without recourse, any remaining portion of the Trust Estate that secured (other than any cash held for the payment of the Notes pursuant to Section 4.02 and any other amounts to be applied to make payments on the Notes) from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds and other property then on deposit in credited to the Trust AccountsCollection Account and any other account established pursuant to Section 8.02. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request Issuer Order accompanied by an Officer’s Certificate of the Issuing Entity, Issuer and an Opinion of Counsel to the effect that all conditions precedent to such release have been satisfied. (d) In the event of any Renewed Loan Replacement, immediately upon (i) conveyance to the Issuer of the related New Loan (and the Sold Assets related thereto) with respect to such Renewed Loan Replacement, (ii) receipt in the Collection Account of any amounts described in Section 2.07(k) of the Sale and Servicing Agreement related to such Renewed Loan Replacement and (if required by iii) satisfaction of each other condition to such Renewed Loan Replacement set forth in Section 2.09 of the TIASale and Servicing Agreement, the related Terminated Loan (together with the related Loan Agreement, all insurance proceeds allocable thereto and all rights to payment and amounts due or to become due with respect thereto, any other Purchased Assets relating to such Terminated Loan, and all proceeds thereof) Independent Certificates shall be released from the Trust Estate. (e) In the event that any Issuer Loan Exchange is to occur on any Payment Date in accordance with TIA §§ 314(c) Section 8.07, immediately upon conveyance to the Issuer of the Exchanged Loan Consideration, the related Exchanged Loans (together with the related Loan Agreement, all insurance proceeds allocable thereto and 314(d)(1) meeting the applicable requirements of Section 11.01all rights to payment and amounts due or to become due with respect thereto, any other Purchased Assets relating to such Exchanged Loans, and all proceeds thereof) shall be released from the Trust Estate. (f) On the date when any Loan becomes a Reassigned Loan in accordance with the Sale and Servicing Agreement and Section 8.07, such Reassigned Loan (together with the related Loan Agreement, all insurance proceeds allocable thereto and all rights to payment and amounts due or to become due with respect thereto, any other Purchased Assets relating to such Reassigned Loans and all proceeds thereof) shall automatically be released from the lien of this Indenture, without further action of any party hereto; provided, that no such release shall occur unless and until any amounts to be paid to the Issuer (including, without limitation, any reassignment price relating to a Renewed Loan Repurchase) in respect thereof have been received in the Collection Account. (g) Upon receipt in the Collection Account of the Repurchase Price with respect to any Loan that is to be repurchased in accordance with Section 2.05(a) of the Sale and Servicing Agreement, such repurchased Loan (together with the related Loan Agreement, all insurance proceeds allocable thereto, any other Purchased Assets relating to such repurchased Loans and all rights to payment and amounts due or to become due with respect thereto, and all proceeds thereof) shall automatically be released from the lien of this Indenture, without further action of any party hereto. (h) Upon receipt in the Collection Account of the amount to be deposited by the Servicer with respect to any Loan that is to be assigned and transferred to the Servicer in accordance with Section 3.03 of the Sale and Servicing Agreement, such Loan (together with the related Loan Agreement, all insurance proceeds allocable thereto and all rights to payment and amounts due or to become due with respect thereto, and all proceeds thereof) shall automatically be released from the lien of this Indenture, without further action of any party hereto. (i) On the date when any Loan becomes a Charged-Off Loan in accordance with the Credit and Collection Policy, there shall automatically be released from the lien of this Indenture, without further action of any party hereto, such Charged-Off Loan, all insurance proceeds allocable to such Loan, all rights to payment and amounts due or to become due with respect to all of the foregoing, and all proceeds thereof; provided, that all recoveries and other amounts collected by the Issuer, the Depositor or the Servicer with respect to any Charged-Off Loan in accordance with the Credit and Collection Policy shall be paid to the Issuer, shall be deposited in the Collection Account, shall be subject to the lien of this Indenture, and shall be applied as provided herein. (j) The Indenture Trustee shall provide copies release the Loans and related Sold Assets from the lien of all such documents this Indenture in connection with an optional redemption pursuant to the Swap Counterparty, if anySection 8.08 hereof.

Appears in 2 contracts

Samples: Indenture (Springleaf Holdings, Inc.), Indenture (Springleaf Finance Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of (i) an Issuing Entity Issuer Request accompanied by by, an Officer’s 's Certificate of the Issuing Entity, and an Opinion of Counsel Counsel, in each case stating that all conditions precedent, if any, provided for in this Indenture relating to the release of the property from the lien of this Indenture have been complied with, provided that 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 and (ii) if required by the TIA) , Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.1.

Appears in 2 contracts

Samples: Indenture (Mmca Auto Owner Trust 2002-4), Indenture (Mmca Auto Owner Trust 2002-4)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Sxxxxxn 11.01. (c) The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 11.019.01 of the Sale and Servicing Agreement, and to render the Issuer Request to the Indenture Trustee shall provide copies of all in accordance with Section 4.04, and take such documents to the Swap Counterparty, if anyother actions as are required in that Section.

Appears in 1 contract

Samples: Indenture (BMW Vehicle Owner Trust 2006-A)

Release of Trust Estate. (a) Subject to the payment of ------------------------ its fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture, including for the purposes of any repurchase by the Master Servicer of a Mortgage Loan pursuant to Section 3.18 of the Servicing Agreement. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Bonds Outstanding, (ii) all sums due to the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid and (iii) all amounts owing by sums due to the Trust under the Interest Rate Swaps, if any Bond Insurer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes Bonds from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request a request from the Issuer accompanied by an Officer’s Officers' Certificate of the Issuing Entity, and an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the stating that all applicable requirements of Section 11.01have been satisfied, and a letter from the Indenture Trustee shall provide copies of all Bond Insurer stating that the Bond Insurer has no objection to such documents to request from the Swap CounterpartyIssuer, if anyexcept as otherwise provided in clause (a).

Appears in 1 contract

Samples: Indenture (Imh Assets Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the samesuch property, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding outstanding[, all sums due to the Swap Counterparty and the Holder of the Revolving Liquidity Note have been paid] and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to or to the Issuing Entity or any other Person order of the Issuer or, in the case of the Reserve Account, to the Seller, entitled thereto any funds then on deposit in the Trust AccountsCollection Account, Payahead Account and Reserve Account, as the case may be. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.05(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any.

Appears in 1 contract

Samples: Indenture (Toyota Motor Credit Corp)

Release of Trust Estate. The Trustee shall (a) Subject to in connection with any removal of Removed Receivables from the payment Trust Estate, release the portion of its fees and expenses pursuant to Section 6.07, the Trust Estate constituting or securing the Removed Receivables from the Lien created by this Indenture Trustee may, and when upon receipt of an Officer’s Certificate of the Issuer certifying that the Outstanding Receivables Balance (or such other amount required in connection with the disposition of such Removed Receivables as provided by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent Transaction Documents) with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire respect thereto has been deposited into the satisfaction of any conditions precedent or see to Collection Account and such release is authorized and permitted under the application of any monies. Transaction Documents, (b) The in connection any redemption of the Notes of any Series, release the Trust Estate from the Lien created by this Indenture Trustee shall, at such time as there are no Notes Outstanding upon receipt of an Officer’s Certificate of the Issuer certifying that (i) the Redemption Price and all sums other amounts due and owing on the Redemption Date have been deposited into a Trust Account that is within the sole control of the Trustee, (ii) each Certificate has been redeemed in full in accordance with the terms of the applicable Series Supplement and (iii) such release is authorized and permitted under the Transaction Documents and (c) on or after the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)Termination Date, release any remaining portion of the Trust Estate that secured the Notes from the lien of Lien created by this Indenture and release to in each case deposit in the Issuing Entity or any other Person entitled thereto Collection Account any funds then on deposit in the any other Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only Account upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing EntityIssuer, an Opinion of Counsel and Independent Certificates (if this Indenture is required by to be qualified under the TIA) Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any15.1.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 6.7 have been paid in full and all amounts (including Swap Termination Payments) owing by the Trust under the each Interest Rate Swaps, if any Swap Agreement have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)in full, release any remaining portion of the Trust Estate that secured the Issuer's obligations under the Notes and the Interest Rate Swap Agreements from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b8.4(b) only upon receipt of (i) an Issuing Entity Issuer Request accompanied by confirmation that all amounts owing by the Issuer under each Interest Rate Swap Agreement have been paid, an Officer’s 's Certificate of the Issuing Entity, and an Opinion of Counsel Counsel, in each case stating that all conditions precedent, if any, provided for in this Indenture relating to the release of the property from the lien of this Indenture have been complied with, provided that 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 and (ii) if required by the TIA) , Independent Certificates in accordance with TIA §§ Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if any11.

Appears in 1 contract

Samples: Indenture (Mmca Auto Owner Trust 2001-3)

Release of Trust Estate. (a) Subject to the payment of its ----------------------- fees and expenses pursuant to Section 6.07expenses, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII hereunder shall be bound to ascertain the Indenture Trustee’s 's authority, inquire into the satisfaction of any conditions precedent precedent, or see to the application of any monies. (b) The Indenture Trustee shall, at such time as (i) there are no Notes Outstanding and Outstanding, (ii) all sums due the Indenture Trustee pursuant to Section 6.07 this Indenture have been paid paid, and (iii) all amounts owing by sums due the Trust under the Interest Rate Swaps, if any Credit Enhancer have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Indenture. (c) The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) 8.05 only upon receipt of an Issuing Entity Request request from the Issuer accompanied by an Officer’s Certificate of the Issuing Entity[Officers' Certificate], [an Opinion of Counsel Counsel,] and (if required by a letter from the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting Credit Enhancer, stating that the applicable requirements of Section 11.01, and Credit Enhancer has no objection to such request from the Indenture Trustee shall provide copies of all such documents to the Swap Counterparty, if anyIssuer.]

Appears in 1 contract

Samples: Indenture (Greenpoint Credit LLC)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that 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 VIII shall 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 moniesmoneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Issuer Request accompanied by an Officer’s Certificate of the Issuing Entity's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ xx.xx. 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. (c) Upon the written notification from the Servicer pursuant to Section 5.06(a)(ii)(D) or 5.06(c) of the Sale and Servicing Agreement, on the related Distribution Date the Issuer shall deliver to the Indenture Trustee an Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA xx.xx. 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01, and upon its receipt of such items on such Distribution Date the Indenture Trustee shall provide copies of all such documents deposit the Cash Release Amount (to the Swap Counterparty, if anyextent of funds available pursuant to Section 5.06(a)(ii)(D) of the Sale and Servicing Agreement) in the Certificate Distribution Account and release from the lien of this Indenture the Receivables to be so released pursuant to Section 5.06(c) of the Sale and Servicing Agreement.

Appears in 1 contract

Samples: Indenture (Premier Auto Trust 1997-2)

Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.076.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s 's interest in the same, in a manner and under circumstances that are not inconsistent consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall 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 monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.07 6.7 have been paid paid, notify the Issuer thereof in writing and all amounts owing by the Trust under the Interest Rate Swaps, if any have been paid (the Indenture Trustee shall be permitted to rely on a certificate from the Swap Counterparty, if any to that effect)upon receipt of an Issuer Request, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity Issuer or any other Person entitled thereto any funds then on deposit in the Trust AccountsNote Distribution Account and the Revolver Distribution Account. The Indenture Trustee shall (i) release property any remaining portion of the Trust Estate that secured the Certificates from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by ii) release to the TIAIssuer or any other Person entitled thereto any funds then on deposit in the Reserve Fund or the Collection Account only at such time as (x) Independent Certificates there are no Notes Outstanding, (y) all payments in accordance with TIA §§ 314(crespect of Certificate Balance and interest due to the Certificateholders have been paid in full and (z) and 314(d)(1) meeting the applicable requirements of Section 11.01, and all sums due to the Indenture Trustee shall provide copies of all such documents pursuant to the Swap Counterparty, if anySection 6.7 have been paid.

Appears in 1 contract

Samples: Indenture (Wholesale Auto Receivables Corp)

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